123.52.A company may acquire fully paid-up shares it has issued to make up for the debt of any of its shareholders, except where there is reasonable ground to believe that, as a consequence,
(1) it could not discharge its liabilities when due, or
(2) the book value of its assets would be less than the aggregate of its liabilities and the sums necessary for the payment, in case of redemption or winding-up, of the shares payable by preference or concurrently.