(a) (1) A corporation may provide, in respect to any of its shares which are to be issued, that the future transfer, whether inter vivos, by inheritance, or testamentary gift, hypothecation, or other disposition of such shares, shall be subject to restrictions, including purchase options, that do not unreasonably restrain alienation.
(2) These restrictions, among other things, may require a prior offering to the corporation or to one (1) or more of its shareholders at a fair price before the shares may be otherwise transferred or hypothecated.
(3) The same restrictions may be placed by the corporation upon previously issued and outstanding shares but only with the consent of the holders thereof.
(b) No such restrictions shall be valid unless the authority therefor is prescribed in the articles of incorporation or bylaws. In addition to the foregoing, such restrictions on transfer shall not be valid, except as against a person with actual notice of them, unless they are conspicuously noted on each certificate covering the shares affected by these restrictions.
(c) (1) Nothing in this chapter is intended to prevent the holder or holders of any or all of the shares of stock of a corporation, or the corporation in which the holder or holders own any or all of the shares of stock, from subjecting the shares owned by the aforesaid parties by written contract or written agreement to restrictions, including stock options.
(2) Any price or formula for determining the price set by the agreement or contract shall be deemed to be a fair price.
(3) No restriction on transfer shall be valid except as against a person with actual notice thereof unless the restrictions are conspicuously noted on each certificate covering the shares affected by such restrictions.
(d) From and after the date of enactment hereof, unreasonable restraint upon alienation shall have no effect upon the validity or enforceability of any written contract between or among those parties subject to the provisions of subsection (c) of this section.
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