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The Companies (Northern Ireland) Order 1986

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Liability of subsequent holders of shares allottedN.I.

122.—(1) If a person becomes a holder of shares in respect of which—

(a)there has been a contravention of Article 109, 110, 111 or 113; and

(b)by virtue of that contravention, another is liable to pay any amount under the Article contravened,

that person is also liable to pay that amount (jointly and severally with any other person so liable), unless he is exempted from liability by paragraph (3).

(2) If a company enters into an agreement in contravention of Article 114 and—

(a)the agreement is or includes an agreement for the allotment of shares in the company; and

(b)a person becomes a holder of shares allotted under the agreement; and

(c)by virtue of the agreement and allotment under it, another person is liable to pay any amount under Article 115,

the person who becomes the holder of the shares is also liable to pay that amount (jointly and severally with any other person so liable), unless he is exempted from liability by paragraph (3); and this applies whether or not the agreement also contravenes Article 113.

(3) A person otherwise liable under paragraph (1) or (2) is exempted from that liability if either—

(a)he is a purchaser for value and, at the time of the purchase, he did not have actual notice of the contravention concerned; or

(b)he derived title to the shares (directly or indirectly) from a person who became a holder of them after the contravention and was not liable under paragraph (1) or (as the case may be) paragraph (2).

(4) References in this Article to a holder, in relation to shares in a company, include any person who has an unconditional right to be included in the company's register of members in respect of those shares or to have an instrument of transfer of the shares executed in his favour.

(5) As paragraphs (1) and (3) apply in relation to the contraventions there mentioned, they also apply—

(a)to a contravention of Article 112; and

(b)to a failure to carry out a term of contract as mentioned in paragraphs (5) and (6) of that Article.

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