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Schwab Merger Agreement

Michael Wong, director of Equity Research Financial Services for North America Equity, said in a September 15 release that the merger will result in the combined action of Sleeping Beauty`s sleep, as "synergies will be realized." See: The odds are now 75% that Charles Schwab Corp. will swallow the holding company TD Ameritrade, says Morningstar. "If they increase child care costs, it goes directly into the DOJ`s argument that the merger will hurt consumers and consultants," Welsh says. As part of its review, the Fed assessed the relationship between TD Ameritrade and Schwab after the merger, including participation, the directors of several boards (called Interlocks directors) and a major deposit sweeping agreement. Following the merger, Todd M. Ricketts, Brian M. Levitt and Bharat B. Masrani were elected to Charles Schwab`s Board of Directors. Ricketts was appointed by TD Ameritrade pursuant to the terms of the merger agreement and Levitt and Masrani were appointed by TD Bank pursuant to the terms of the merger and shareholder agreement between Charles Schwab and TD Bank. Once the merger is complete, TD Bank is expected to control total U.S. deposits of approximately $348.8 billion, or 2.1 percent of total deposit-holder deposit-holders insured in the United States, according to the Fed. Fed approval was required as Toronto-Dominion $348.8 billion (2.1%) Share of total bank deposits in the United States and the fact that it acquired more than 5% of Schwab. In parallel with the implementation and provision of the merger agreement, Schwab entered into a registration rights agreement (the "Registration Rights Agreement"), which took effect with the completion of the merger, each of TD Bank, Charles R.

Schwab, and, if it decides as a party, Schwab`s share holding plan, up to three "application" registrations over a 12-month period and the usual "Piggyback" registration rights. The Registration Rights Agreement also provides for Schwab to compensate holders of registration rights for certain debts that may arise under the Securities Act. INVESTORS/ANALYSTS Richard Fowler Charles Schwab Phone: 415-667-1841 richard.fowler@schwab.com As the merger is an all-out agreement, the bases still work, but somehow the growing doubt of that inner voice does not yet completely reassure, Crow says. "Now that all necessary approvals for the proposed transaction are available, Schwab expects to be able to complete the transaction on October 6, subject to the usual closing conditions set out in the merger treaty," he said in a statement on Wednesday. The obligation for the parties to complete the merger is subject to customary conditions, including approval and acceptance of the merger agreement by TD Ameritrade shareholders, including holders (excluding TD Bank, significant shareholders (defined below) and their respective subsidiaries of the majority of TD Ameritrade`s outstanding shares (other than TD Amerit (ii) the agreement of Schwab shareholders for the issuance of Schwab common shares (the "share issue") and an amendment to Schwab`s founding deed for the creation of Schwab Nonvoting Common Stock with 300 million shares authorized to issue ("charter amendment"); (iii) the absence of a law, order, decree, decree or decree prohibiting or making it illegal to carry out the merger or any of the other transactions in the merger agreement and ancillary agreements , (iv) the early termination or termination of waiting times or delays under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the obtaining of certain consents and authorizations from the State (in the case of Schwab`s undertaking, (v) Schwab and TD Ameritrade`s compliance with their respective obligations under the merger agreement by Schwab and TD Ameritrade and (vi) in most cases exceptions that are not at the level of an "essential negative effect" or "corporate effect, if any, the veracity of the assurances or guarantees provided by Schwab or TD Ameritrade.

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