Dated as of the 2nd day of May, 1967 THE TORONTO-DOMINION BANK - and - CANADA PERMANENT TRUST COMPANY TRUST INDENTURE McCarthy & McCarthy Fasken, Calvin, MacKenzie, Williston & Swackhamer TABLE OF CONTENTSTrust Indenture • December 16th, 2002 • Toronto Dominion Bank • Commercial banks, nec
EXHIBIT B TO SCHEDULE 13G JOINT FILING AGREEMENTJoint Filing Agreement • February 14th, 2002 • Toronto Dominion Bank • Commercial banks, nec
Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G on such person's behalf, pursuant to Section 13(d) and (g) of the Securities and Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such persons know or have reason to believe that such information is inaccurate.
AGREEMENT AND PLAN OF MERGER BY AND AMONG THE TORONTO-DOMINION BANK CARDINAL MERGER CO. AND COMMERCE BANCORP, INC. DATED AS OF OCTOBER 2, 2007Merger Agreement • October 11th, 2007 • Toronto Dominion Bank • Commercial banks, nec • New York
This AGREEMENT AND PLAN OF MERGER, dated as of October 2, 2007 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among The Toronto-Dominion Bank, a Canadian chartered bank (“Parent”), Cardinal Merger Co., a New Jersey corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”) and Commerce Bancorp, Inc., a New Jersey corporation (the “Company”).
THE TORONTO-DOMINION BANK SENIOR MEDIUM-TERM NOTES Distribution AgreementDistribution Agreement • March 4th, 2022 • Toronto Dominion Bank • Commercial banks, nec • New York
VOTING TRUST AGREEMENTVoting Trust Agreement • July 24th, 2023 • Toronto Dominion Bank • Commercial banks, nec • New York
THIS VOTING TRUST AGREEMENT (this “Agreement”) is made and entered into effective for all purposes and in all respects as of July 13, 2023, by and among Lord Securities Corporation, including its successors and assigns by operation of law, as voting trustee (the “Voting Trustee”), Toronto Dominion Investments Inc., including its successors and assigns by operation of law (the “Purchaser”), and Glass Lewis & Co., LLC, including its successors and assigns by operation of law (the “Voting Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Ontario
The Company is engaged in the business of secured financing of vehicles and providing or arranging for the provision of related services.
THE TORONTO-DOMINION BANK SENIOR MEDIUM-TERM NOTES, SERIES C EXCHANGE RATE AGENCY AGREEMENT BETWEEN THE TORONTO-DOMINION BANK AND THE BANK OF NEW YORK MELLON JUNE 18, 2019Exchange Rate Agency Agreement • June 18th, 2019 • Toronto Dominion Bank • Commercial banks, nec • New York
This EXCHANGE RATE AGENCY AGREEMENT is entered into as of June 18, 2019 between The Toronto-Dominion Bank (the “Bank”) and The Bank of New York Mellon.
AGREEMENT AND PLAN OF MERGER DATED AS OF NOVEMBER 19, 2006 Among THE TORONTO–DOMINION BANK, BONN MERGER CO. and TD BANKNORTH INC.Merger Agreement • November 28th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 19, 2006 (this “Agreement”), is by and among TD Banknorth Inc., a Delaware corporation (the “Company”), The Toronto-Dominion Bank, a Canadian chartered bank (“Parent”), and Bonn Merger Co., a Delaware corporation (“Merger Sub”);
THE TORONTO-DOMINION BANK WARRANTS Distribution AgreementDistribution Agreement • March 4th, 2022 • Toronto Dominion Bank • Commercial banks, nec • New York
THE TORONTO-DOMINION BANK SENIOR MEDIUM-TERM NOTES, SERIES C CALCULATION AGENCY AGREEMENT BETWEEN THE TORONTO-DOMINION BANK AND THE BANK OF NEW YORK MELLON September 24, 2018Calculation Agency Agreement • September 24th, 2018 • Toronto Dominion Bank • Commercial banks, nec • Ontario
Investment in the securities is subject to various risks including those risks inherent in investing in an issuer involved in conducting the business of a diversified financial institution. From time to time, the market experiences significant price and volume volatility that may affect the market price of our securities for reasons unrelated to our performance. Also, the financial markets are generally characterized by extensive interconnections among financial institutions. As such, defaults by other financial institutions in Canada, the United States or other countries could adversely affect us and the market price of the securities. Additionally, the securities are subject to market value fluctuations based upon factors which influence our operations, such as legislative or regulatory developments, competition, technological change and global capital market activity.
JOINT FILING AGREEMENTJoint Filing Agreement • July 24th, 2023 • Toronto Dominion Bank • Commercial banks, nec
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • November 27th, 2019 • Toronto Dominion Bank • Commercial banks, nec • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 24, 2019, by and among The Charles Schwab Corporation, a Delaware corporation (“Parent”), and The Toronto-Dominion Bank, a Canadian-chartered bank (the “Stockholder”).
THE TORONTO-DOMINION BANK US$1,000,000,000 5.146% Non-Viability Contingent Capital Subordinated Notes due 2034 Underwriting AgreementUnderwriting Agreement • September 10th, 2024 • Toronto Dominion Bank • Commercial banks, nec • New York
AGREEMENT AND PLAN OF MERGER AMONG THE TORONTO-DOMINION BANK, BERLIN MERGER CO., BANKNORTH GROUP INC. AND BERLIN DELAWARE INC. DATED AS OF AUGUST 25, 2004Merger Agreement • September 3rd, 2004 • Toronto Dominion Bank • Commercial banks, nec • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of August 25, 2004 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and among The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), Berlin Merger Co., a Delaware corporation and a wholly owned subsidiary of TD (“Berlin Mergerco”), Banknorth Group, Inc., a Maine corporation (“Banknorth”), and Berlin Delaware Inc., a Delaware corporation and wholly owned subsidiary of Banknorth (“Banknorth Delaware”).
The Charles Schwab Corporation COMMON STOCK, PAR VALUE $0.01 PER SHARE REPURCHASE AGREEMENT July 31, 2022 TD Luxembourg International Holdings SARLRepurchase Agreement • August 3rd, 2022 • Toronto Dominion Bank • Commercial banks, nec • New York
Introductory. The Charles Schwab Corporation, a Delaware corporation (the “Company”), proposes to repurchase from TD Luxembourg International Holdings SARL (the “Seller”) on the Closing Date (as defined below) the Shares (as defined below).
AMENDMENT NO. 1 TO AGREEMENT OF SALE AND PURCHASE between THE TORONTO-DOMINION BANK and AMERITRADE HOLDING CORPORATION dated as of October 28, 2005Agreement of Sale and Purchase • October 31st, 2005 • Toronto Dominion Bank • Commercial banks, nec • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT OF SALE AND PURCHASE (as amended, supplemented, restated or otherwise modified from time to time, the “Amendment”) is entered into as of October 28, 2005 between The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and Ameritrade Holding Corporation, a Delaware corporation (“Ameritrade”). All capitalized terms not defined in this Amendment shall have the meanings given them by the Purchase Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER among HUDSON UNITED BANCORP, TD BANKNORTH INC. and, solely with respect to Article X of this Agreement, THE TORONTO-DOMINION BANK DATED AS OF JULY 11, 2005Merger Agreement • July 18th, 2005 • Toronto Dominion Bank • Commercial banks, nec • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of July 11, 2005 (as amended, supplemented, restated or otherwise modified from time to time, this “Agreement”), is entered into by and among Hudson United Bancorp (“Hudson United”), a New Jersey corporation, TD Banknorth Inc. (“TD Banknorth”), a Delaware corporation and a majority-owned subsidiary of The Toronto-Dominion Bank (“TD”), a Canadian-chartered bank, and, solely with respect to Article X of this Agreement, TD.
STOCKHOLDERS AGREEMENT AMONG BANKNORTH GROUP INC., BERLIN DELAWARE INC. AND THE TORONTO-DOMINION BANK DATED AS OF AUGUST 25, 2004Shareholder Agreement • September 3rd, 2004 • Toronto Dominion Bank • Commercial banks, nec • Delaware
STOCKHOLDERS AGREEMENT dated as of August 25, 2004 among Banknorth Group, Inc., a Maine corporation (the “Company”), Berlin Delaware Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Banknorth Delaware”) and The Toronto-Dominion Bank, a Canadian chartered bank (“TD”).
AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENTStockholders Agreement • August 13th, 2010 • Toronto Dominion Bank • Commercial banks, nec • Delaware
This AMENDMENT NO. 3 TO STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into this 6th day of August 2010 by and among TD AMERITRADE Holding Corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto under the heading “R Parties” (collectively, the “R Parties”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”), TD Luxembourg International Holdings S.à r.l., a Luxembourg company and a direct, wholly-owned subsidiary of TD Bank (“TD Lux” and, together with TD Bank, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement (defined below).
AMENDMENT NO. 2 TO AGREEMENT OF SALE AND PURCHASE between THE TORONTO-DOMINION BANK and AMERITRADE HOLDING CORPORATION dated as of December 23, 2005Agreement of Sale and Purchase • December 29th, 2005 • Toronto Dominion Bank • Commercial banks, nec • Delaware
THIS AMENDMENT NO. 2 TO AGREEMENT OF SALE AND PURCHASE (as amended, supplemented, restated or otherwise modified from time to time, the “Amendment”) is entered into as of December 23, 2005 between The Toronto-Dominion Bank, a Canadian chartered bank (“TD”), and Ameritrade Holding Corporation, a Delaware corporation (“Ameritrade”). All capitalized terms not defined in this Amendment shall have the meanings given them by the Purchase Agreement (as defined below).
THE TORONTO-DOMINION BANK SENIOR MEDIUM-TERM NOTES Amendment No. 1 to the Distribution AgreementDistribution Agreement • October 2nd, 2024 • Toronto Dominion Bank • Commercial banks, nec • New York
AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENTStockholders Agreement • December 6th, 2013 • Toronto Dominion Bank • Commercial banks, nec • Delaware
This AMENDMENT NO. 5 TO STOCKHOLDERS AGREEMENT (this “Amendment”) is made and entered into as of December 4, 2013 by and among TD Ameritrade Holding Corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto under the heading “R Parties” (collectively, the “R Parties”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”) and TD Luxembourg International Holdings S.à r.l., a Luxembourg company and a direct, wholly-owned subsidiary of TD Bank (“TD Lux,” and collectively with TD Bank, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement (defined below).
THE TORONTO-DOMINION BANK, as Issuer and THE BANK OF NEW YORK MELLON, as Warrant Agent WARRANT AGREEMENT dated as of June 17, 2020Warrant Agreement • July 10th, 2020 • Toronto Dominion Bank • Commercial banks, nec • New York
THIS WARRANT AGREEMENT, dated as of June 17, 2020 (the “Agreement”), between THE TORONTO-DOMINION BANK, a Canadian bank chartered under the Bank Act (Canada), as issuer (the “Issuer”) and THE BANK OF NEW YORK MELLON, a New York banking corporation, as warrant agent (the “Warrant Agent”).
Form of Sales PlanSales Plan • March 16th, 2012 • Toronto Dominion Bank • Commercial banks, nec • New York
This Agreement (the “Sales Plan”) is made and entered into as of this 14th day of March, 2012 by and between TD Luxembourg International Holdings, a Luxembourg société à responsabilité limitée (private limited liability company), with a share capital of USD 24,000 having its registered office at 46A, Avenue John F. Kennedy, L-2958 Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Registre de Commerce et des Sociétés (Trade and Companies Register) under number B 154.812 (“Seller”) and Goldman, Sachs & Co. (“Broker”).
ESCROW AGREEMENTEscrow Agreement • March 13th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Ontario
WHEREAS the Bank and VFC Inc. ("VFC") have entered into a Support Agreement dated the date hereof, pursuant to which the Bank has agreed to make a takeover bid (the "Bid") for all of the common shares of VFC, pursuant to which the Bank will offer to pay for common shares of VFC in either cash or, if approved by the board, cash or common shares ("Common Shares") of the Bank;
EXHIBIT 6 JOINT FILING AGREEMENT We, the signatories of this Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. THE...Joint Filing Agreement • January 25th, 2006 • Toronto Dominion Bank • Commercial banks, nec
We, the signatories of this Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
AMENDED AND RESTATED JOINT FILING AGREEMENTJoint Filing Agreement • February 9th, 2009 • Toronto Dominion Bank • Commercial banks, nec
We, the signatories of this Statement on Schedule 13D to which this Agreement is attached, hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us.
AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENTStockholders Agreement • November 8th, 2011 • Toronto Dominion Bank • Commercial banks, nec • Delaware
This AMENDMENT NO. 4 TO STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of October 31, 2011 by and among TD Ameritrade Holding Corporation (the “Company”), the stockholders of the Company listed on the signature pages hereto under the heading “R Parties” (collectively, the “R Parties”), The Toronto-Dominion Bank, a Canadian chartered bank (“TD Bank”), TD Luxembourg International Holdings, a Luxembourg société à responsabilité limitée (private limited liability company), with a share capital of USD 24,000, having its registered office at 46A, Avenue John F. Kennedy, L-2958 Luxembourg, Grand-Duchy of Luxembourg and registered with the Luxembourg Registre de Commerce et des Sociétés (Trade and Companies Register) under number B 154.812 and a direct, wholly-owned subsidiary of TD Bank (“TD Lux” and, together with TD Bank, “TD”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Stockholders Agreement (defined below
The Toronto-Dominion Bank DISTRIBUTION AGREEMENTDistribution Agreement • June 30th, 2006 • Toronto Dominion Bank • Commercial banks, nec • New York
The Notes will be unsecured and unsubordinated indebtedness of the Issuer and will be issued pursuant to the provisions of an indenture (as may be supplemented or amended from time to time, the "Indenture") dated as of June 30, 2006 between the Issuer and The Bank of New York, as trustee (the "Trustee").
JOINT FILING AGREEMENTJoint Filing Agreement • December 10th, 2004 • Toronto Dominion Bank • Commercial banks, nec
Each of the undersigned persons hereby agrees and consents to this joint filing of Schedule 13G (including any and all amendments thereof) on their behalf pursuant to Section 13(d) and (g) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Each of these persons is not responsible for the completeness or accuracy of the information concerning the other persons making this filing, unless such person knows or has reason to believe that such information is inaccurate.
July 28, 2010Stockholders Agreement • August 13th, 2010 • Toronto Dominion Bank • Commercial banks, nec
The parties to the Stockholders Agreement Dated as of June 22, 2005 By and among Ameritrade Holding Corporation, The Toronto-Dominion Bank and the other Parties thereto
Form of Opinion of Osler, Hoskin & Harcourt LLP] [Osler, Hoskin & Harcourt LLP Letterhead]Agreement and Plan of Merger • November 13th, 2007 • Toronto Dominion Bank • Commercial banks, nec
We have acted as counsel to The Toronto-Dominion Bank, a corporation chartered under the Bank Act (Canada) (“TD”), in connection with the Registration Statement on Form F-4 (the “Registration Statement”) (Registration No. 333- ) filed by TD with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, relating to the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of October 2, 2007 (the "Merger Agreement") among TD, Commerce Bancorp, Inc., a New Jersey corporation (“Commerce”), and Cardinal Merger Co., a New Jersey corporation and indirect wholly-owned subsidiary of TD (“TD Merger Sub”). This opinion is being delivered in connection with the Registration Statement, to which this opinion appears as an exhibit.
LOCK-UP AGREEMENTLock-Up Agreement • March 13th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Ontario
This letter agreement (the "Agreement") sets out the terms and conditions upon which The Toronto-Dominion Bank, directly or through a wholly-owned subsidiary, (the "Offeror") will make an offer (the "Offer") to purchase all of the outstanding common shares ("Shares"), including any additional Shares that may be acquired as contemplated in Section 2.1(a)(ii) and (iii) ("Subsequently Acquired Shares") and Shares issuable on the exercise of outstanding stock options (the "Options") and share purchase warrants (the "Warrants"), of VFC Inc. ("VFC").
JOINT FILING AGREEMENTJoint Filing Agreement • October 16th, 2020 • Toronto Dominion Bank • Commercial banks, nec
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the shares of common stock of The Charles Schwab Corporation, a Delaware corporation, unless and until a Reporting Person shall give written notice to the other Reporting Persons that it wishes to make separate Schedule 13D filings. The undersigned hereby further agree that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
CFX CORPORATION 1997 LONG-TERM INCENTIVE PLANLong-Term Incentive Plan • April 20th, 2007 • Toronto Dominion Bank • Commercial banks, nec
