Guam § 28612 - Restriction on Transfer of Shares and Other Securities.

§ 28612. 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 the shares are parties to the restriction

agreement 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 § 28611 (b). 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:

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(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 includes a security convertible

into or carrying a right to subscribe for or acquire shares.