HRS §490:8-204
When a company's transfer restriction does not apply
A company cannot stop you from transferring a security unless you knew about the restriction. For paper certificates, the restriction must be clearly written on the certificate. For electronic securities, the registered owner must have been told about the restriction.
everyone
The statute, as written — Effect of issuer's restriction on transfer
A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless: (1) The security is certificated and the restriction is noted conspicuously on the security certificate; or (2) The security is uncertificated and the registered owner has been notified of the restriction.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.