EX-2.1
from 8-K
29 pages
This Agreement Is Entered Into on 14 June 2011 by and Between (1) Ae Consolidation Limited, a Company Incorporated in England and Wales Under Company Number 07666089 Whose Registered Office Is at 20-22 Bedford Row, London, Wc1r 4js ("Offeror"); and (2) Avis Europe PLC, a Company Incorporated in England and Wales Under Company Number 03311438 Whose Registered Office Is at Avis House, Park Road, Bracknell, Berkshire, Rg12 2ew ("Target"); Each a "Party" and Together the "Parties". Whereas: (A) the Offeror Proposes to Acquire the Entire Issued and to Be Issued Share Capital of Target. (B) the Parties Have Agreed to Implement Such Acquisition by Way of a Scheme of Arrangement Pursuant to Part 26 of the Companies Act. (C) the Parties Have Agreed to Take Certain Steps to Effect Completion of Such Acquisition and Wish to Enter Into This Agreement to Record Their Respective Obligations Relating to Such Matters. This Agreement Provides as Follows: 1. Interpretation 1.1 in This Agreement Unless Otherwise Specified: "Acquisition" Means the Acquisition by the Offeror of the Target Shares;
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