In an off-market purchase of shares, what condition must be met?

In an off-market purchase of shares, it is crucial that there are no restrictions in the company's articles against such purchases. This is fundamental because the articles of association serve as the governing document for a corporation, outlining the rules and regulations for its operation. If the articles contain provisions that prohibit off-market transactions or impose certain conditions on share purchases, then any attempt to engage in such a transaction could be invalid or unenforceable.

By ensuring that there are no restrictions in the articles, parties can facilitate a lawful and valid off-market transaction, which allows for flexibility in engaging with shareholders on an individual basis. The other options, while they may represent conditions that could be relevant in different contexts, do not specifically address the primary legal requirement for executing an off-market share purchase effectively.