Section 364 of The Companies Act No. 17 of 2015: Liability of subsequent holders of shares
(1) Except as provided by subsection (2), a person who becomes a holder of shares in respect of which—
(a) there has been a contravention of a provision of this Division; and
(b) because of that contravention another person is liable to pay an amount under the provision contravened, is also liable to pay the amount (jointly and severally with the other person so liable).
(2) A person otherwise liable under subsection (1) is exempted from that liability if either the person—
(a) was, at the time of the purchase of the shares, a purchaser for value who did not have actual notice of the contravention; or
(b) 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 subsection (1).
(3) A reference in this section to a holder of shares in a company includes a person who has an unconditional right—
(a) to be included in the company's register of members in respect of those shares; or
(b) to have a document of transfer of the shares executed in the person's favour.
(4) This section applies in relation to a failure to carry out a term of a contract as referred to in section 363(4) as it applies in relation to a contravention of a provision of this Division.
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