At the same time as the implementation and provision of the merger agreement, Schwab entered into a correspondence agreement (the “correspondence arrangement”) under which Schwab and TD Ameritrade agreed with TD Bank that they (i) would not waive certain merger conditions that would affect TD Bank or (ii) to conclude the merger, unless certain conditions (mainly related to the administrative authorizations required by TD Bank) were met. In addition, TD Bank has agreed to make reasonable efforts to obtain certain necessary administrative authorizations in the context of the proposed transactions (subject to certain restrictions, except in the case of measures related to obtaining non-control provisions). TD Bank has agreed to (i) to amend its voting rights and governance agreements in accordance with the merger agreement and/or the shareholders` agreement and/or (ii) under the amended IDA agreement, in any event, based on the need for a provision of the Federal Reserve Board or as established by TD Bank at its discretion and at its discretion of Schwab, to obtain another acceptable confirmation that the conclusion of the merger and other proposed transactions do not lead TD Bank to “control” Schwab (since this clause is interpreted by the Federal Reserve Board under the BHC or HOLA Act) after the completion of the merger and other proposed transactions and (y) a provision of the Federal Reserve Board in the appropriate form and content for Schwab , or, as Schwab decided at its sole discretion, another acceptable confirmation that the merger and other proposed transactions do not have the effect of treating Schwab as a “control” of one of TD`s subsidiary banks (this clause being interpreted by the Federal Reserve Board under the BHC Act or the ABA); to the extent that TD Bank is not required to take measures that would result in a loss of its ability to build up ownership of Den Schwab`s common shares, which the result of the merger attributes to it on the basis of capital accounting. “Because fusion is an all-out agreement, the basics still work, but in a way, it doesn`t yet reassure the inner voice of growing doubts,” Crow says. Charles Schwab Corporation and TD Ameritrade Holding Corporation announced today that they have entered into a final agreement to acquire TD Ameritrade in a share transaction valued at approximately $26 billion. MEDIA Mayura Hooper Charles Schwab Phone: 415-667-1525 firstname.lastname@example.org “The RIA deposit market is very concentrated, even if the merger did not take place. [Schwab and TDs] The combination therefore triggers presumptions of illegality and an increase in market power. The merger was first announced in November 2019, shortly after Schwab reduced trading costs to zero, sparking a price fight and quickly following other major brokers.