1. The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictionson 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 the shares are parties to the restriction agreement or voted in favor of the restriction. 2. A restriction on thetransferor registration of transfer of sharesisvalid and enforceable against the holder or a transferee of the holder ifthe restriction is authorized by this section and itsexistence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 490.626, subsection 2. Unless so noted, or contained, a restriction is not enforceable against a person without knowledge of the restriction. 3. A restriction on the transfer or registration of transfer of shares is authorized for any of the following purposes: a. To maintain the corporation’s status when itisdependent on the number or identity of itsshareholders. b. To preserve exemptions under federal or state securities law. c. For any other reasonable purpose. 4. A restriction on the transfer or registration of transfer of shares may do any of the following: a. Obligate the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares. b. Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares. c. Require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares, ifthe requirement is not manifestly unreasonable. d. Prohibit thetransfer ofthe restricted sharestodesignated personsorclasses of persons, ifthe prohibition isnot manifestly unreasonable. 5. As used in this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.
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