(1) Despite section 45(2), but subject to subsection (3) and to its articles, a company may purchase or otherwise acquire its own issued shares—
(a) to settle or compromise a debt or claim asserted by or against the company;
(b) to eliminate fractional shares; or
(c) to fulfill the terms of a non-assignable agreement under which the company has an option or is obligated to purchase shares owned by a director, an officer or an employee of the company.
(2) Despite section 39(2), a company may purchase or otherwise acquire its own issued shares—
(a) to satisfy the claim of a shareholder who dissents under section 226; or
(b) to comply with an order under section 241.
(3) A company shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that—
(a) the company is unable, or would, after the payment, be unable to pay its liabilities as they become due; or
(b) the realisable value of the company's assets would, after that payment, be less than the aggregate of its liabilities and the amount required for payment on a redemption or in a winding-up of all shares the holders of which have the right to be paid before the holders of the shares to be purchased or acquired.