(1) A contract with a company providing for the purchase of shares of the company is specifically enforceable against the company except to the extent that the company cannot perform the contract without thereby being in breach of section 39 or 40.
(2) In any action brought on a contract referred to in subsection (1), the company has the burden of proving that performance of the contract is prevented by section 39 or 40.
(3) Until the company has fully performed a contract referred to in subsection (1), the other party retains the status of a claimant who is entitled—
(a) to be paid as soon as the company is lawfully able to do so; or
(b) to be ranked in a winding-up subordinate to the rights of creditors but in priority to the shareholders.