EXHIBIT 10.3 MASTER SERVICES AGREEMENT THIS AGREEMENT made the o day of June, 1999, BETWEEN: THE TORONTO-DOMINION BANK (a Canadian chartered bank) (hereinafter referred to as "TD Bank")Master Services Agreement • June 7th, 1999 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
1 EXHIBIT 2.3 SHARE TRANSFER AGREEMENTShare Transfer Agreement • June 17th, 1999 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
COMMON STOCKUnderwriting Agreement • June 22nd, 1999 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services • New York
EXHIBIT 2.2 TRANSFER AND ASSUMPTION AGREEMENT TD SECURITIES INC. (AS TDSI TRANSFEROR)Transfer and Assumption Agreement • June 17th, 1999 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
1 EXHIBIT 4.2 SUPPORT AND EXCHANGE AGREEMENT AGREEMENT made as of the day of June, 1999 BETWEEN: TD WATERHOUSE GROUP, INC., a corporation existing under the laws of the State of Delaware ("TD Waterhouse"),Support and Exchange Agreement • June 17th, 1999 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services • Ontario
THIS AMENDMENT OF EXHIBITS TO THE MASTER SERVICE AGREEMENT MADE EFFECTIVE AS OF JUNE 28, 1999 By: THE TORONTO-DOMINION BANK, (a Canadian chartered bank), (hereinafter referred to as “TD Bank”)Master Service Agreement • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
TD WATERHOUSE GROUP, INC., a corporation incorporated under the laws of the State of Delaware (hereinafter referred to as the “Company”).
TAX SHARING AGREEMENTTax Sharing Agreement • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services • New York
THIS TAX SHARING AGREEMENT dated as of June 28, 1999 is made and entered into by Waterhouse Investor Services, Inc. a Delaware corporation (“WISI”) and TD Waterhouse Group, Inc., a Delaware corporation (“TD Waterhouse”) and their Affiliates.
THE TORONTO-DOMINION BANK TRANSFER AND ASSUMPTION AGREEMENT TRANSFER AND ASSUMPTION AGREEMENT SHARE TRANSFER AGREEMENT AMENDED AND RESTATED CERTIFICATE OF INCORPORATION CERTIFICATE OF DESIGNATION MASTER SERVICES AGREEMENT TAX SHARING AGREEMENT...Stock Option Plan • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services • Ontario
AMENDMENT TO THE MASTER SERVICES AGREEMENTMaster Services Agreement • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
TD WATERHOUSE GROUP, INC., a corporation incorporated under the laws of the State of Delaware (hereinafter referred to as the “Company”).
TRANSFER AND ASSUMPTION AGREEMENT THE TORONTO-DOMINION BANK (as TD Transferor) - and - TD WATERHOUSE INVESTOR SERVICES (CANADA) INC. (as Transferee) DATED JUNE 28, 1999Transfer and Assumption Agreement • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
ContractTransfer and Assumption Agreement • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
MASTER SERVICES AGREEMENT BETWEEN THE TORONTO-DOMINION BANK AND TD WATERHOUSE GROUP, INC. DATED JUNE 28, 1999 McCarthy Tétrault Toronto, OntarioMaster Services Agreement • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
WHEREAS TD Bank, TD Securities Inc. (“TDSI”) and the Company have entered into a series of agreements to (a) transfer to a newly-formed subsidiary of the Company, namely TD Waterhouse Securities (Canada), Inc., TDSI’s Canadian discount brokerage business, brokerage and clearing business and assets and liabilities of TD Bank related to its provision of services to such businesses and (b) to transfer all of the stock of TD Bank’s United Kingdom, Australia and Hong Kong discount broker subsidiaries to the Company, subject to and in accordance with the terms of those agreements;
RECITALSTax Sharing Agreement • June 7th, 1999 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services • New York
TRANSFER AND ASSUMPTION AGREEMENT TD SECURITIES INC. (as TDSI Transferor) - and - TD WATERHOUSE INVESTOR SERVICES (CANADA) INC. (as Transferee) DATED JUNE 28, 1999Transfer and Assumption Agreement • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
SHARE TRANSFER AGREEMENTShare Transfer Agreement • January 26th, 2001 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services
WHEREAS Vendor wishes to transfer the shares of its United Kingdom, Australia and Hong Kong discount broker subsidiaries to the Purchaser and Purchaser wishes to acquire such shares from the Vendor, subject to and in accordance with the terms and conditions hereof;
SHARESu.s. And International Underwriting Agreement • June 7th, 1999 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services • New York
AMENDED AND RESTATED SUPPORT AND EXCHANGE AGREEMENT AGREEMENT made as of the 13th day of April, 2000Support and Exchange Agreement • June 14th, 2000 • Td Waterhouse Group Inc • Security & commodity brokers, dealers, exchanges & services • Ontario
WHEREAS the Corporation, TD Waterhouse, WISI, TDSI and the Bank wish by these presents to amend and restate a Support and Exchange Agreement dated June 28, 1999 made between such parties (the “Initial Agreement”) for the purpose of, among other things, adding CTFSI as a party;
