634. Authority for off-market purchase
(1) Subject to section 633, a company may only make an off-market purchase of its own shares in pursuance of a contract approved prior to the purchase in accordance with this section.
(a) the terms of the contract must be authorised by a resolution of the company before the contract is entered into, or
(b) the contract must provide that no shares may be purchased in pursuance of the contract until its terms have been authorised by a resolution of the company.
(3) The contract may be a contract, entered into by the company and relating to shares in the company, that does not amount to a contract to purchase the shares but under which the company may (subject to any conditions) become entitled or obliged to purchase the shares.
(4) The authority conferred by a resolution under this section may be varied, revoked or from time to time renewed by a resolution of the company.
(5) In the case of a public company a resolution conferring, varying or renewing authority must specify a date on which the authority is to expire, which must not be later than five years after the date on which the resolution is passed.