§ 6.27. Restriction on transfer of shares and other securities
(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement
between shareholders and the corporation may impose restrictions on the transfer or
registration of transfer of shares of the corporation. A restriction does not affect
shares issued before the restriction was adopted unless the holders of such shares
agree in writing to the restriction, or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable
against the holder or a transferee of the holder if the restriction is authorized
by this section and its existence is noted conspicuously on the front or back of the
certificate or is contained in the information statement required by subsection 6.26(b) of this title. Unless so noted, a restriction is not enforceable against a person without knowledge
of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(1) to maintain the corporation’s status when it is dependent on the number or identity
of its shareholders;
(2) to preserve exemptions under federal or state securities law;
(3) for any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may:
(1) obligate the shareholder first to offer the corporation or other persons (separately,
consecutively, or simultaneously) an opportunity to acquire the restricted shares;
(2) obligate the corporation or other persons (separately, consecutively, or simultaneously)
to acquire the restricted shares;
(3) require the corporation, the holders of any class of its shares, or another person
to approve the transfer of the restricted shares, if the requirement is not manifestly
unreasonable;
(4) prohibit the transfer of the restricted shares to designated persons or classes of
persons, if the prohibition is not manifestly unreasonable.
(e) For purposes of this section, “shares” include a security convertible into or carrying
a right to subscribe for or acquire shares. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)