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Authority for off-market purchase.
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213.—(1) A company shall not make an off-market purchase of its own shares otherwise than in pursuance of a contract authorised in advance in accordance with this section.
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(2) The terms of the proposed contract of purchase shall be authorised by special resolution before the contract is entered into and any such authority may be varied, revoked or from time to time renewed by special resolution.
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(3) A special resolution under subsection (2) shall not be effective for the purposes of this section if any member of the company holding shares to which the resolution relates exercises the voting rights carried by any of those shares in voting on the resolution and the resolution would not have been passed if he had not done so.
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(4) Notwithstanding anything contained in section 137 of the Principal Act or in a company's articles, any member of the company may demand a poll on a special resolution under subsection (2).
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(5) A special resolution under subsection (2) shall not be effective unless a copy of the proposed contract of purchase or, if the contractis not in writing, a written memorandum of its terms is available for inspection by members of the company both—
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(a) at the registered office of the company for not less than the period of 21 days ending with the date of the meeting at which the resolution is passed, and
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(b) at the meeting itself.
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(6) Any memorandum of the terms of the contract of purchase made available for the purposes of this section must include the names of any members holding shares to which the contract relates, and any copy of the contract made available for those purposes must have annexed to it a written memorandum specifying any such names which do not appear in the contract itself.
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(7) A company may agree to a variation of an existing contract of purchase approved under this section only if the variation is authorised by special resolution of the company before it is agreed to, and subsections (2) to (5) shall apply in relation to that authority save that a copy or memorandum (as the case may require) of the existing contract must also be available for inspection in accordance with subsection (5).
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