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.
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;
LOCK-UP AGREEMENTLetter 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").
SUPPORT AGREEMENTAgreement • March 13th, 2006 • Toronto Dominion Bank • Commercial banks, nec • Ontario
WHEREAS the Offeror desires to acquire all of the issued and outstanding common shares (the "Shares") of the Company not currently owned by it and is prepared to make, directly or indirectly, an offer to acquire such Shares;
SOLICITING DEALER GROUP AGREEMENT March 13, 2006 TO: ALL MEMBERS OF THE INVESTMENT DEALERS ASSOCIATION OF CANADA AND ALL RECOGNIZED STOCK EXCHANGES IN CANADA Dear Members: TERMS AND CONDITIONS FOR SOLICITATION OF ALL OUTSTANDING COMMON SHARES OF VFC INC.Toronto Dominion Bank • March 13th, 2006 • Commercial banks, nec
The Toronto-Dominion Bank (the "Offeror") is offering to purchase, upon the terms and subject to the conditions set forth in the offer and circular of the Offeror (the "Offer and Circular") dated March 13, 2006, all of the issued and outstanding common shares (the "Common Shares") of VFC Inc. ("VFC"), including any Common Shares that may become issued and outstanding after the date of the Offer upon the exercise of any existing options, warrants or other rights to purchase Common Shares, on the basis of, for each Common Share, (a) C$19.50 in cash; or (b) C$0.05 in cash and a number of common shares of the Offeror (the "TD Shares") equal to the quotient obtained by dividing C$19.45 by the volume weighted average trading price of the TD Shares on the Toronto Stock Exchange (the "TSX") over the five business days ending one business day before the Expiry Time (as hereinafter defined); or (c) any combination of the foregoing. Capitalized terms not otherwise defined herein have the meaning
EMPLOYMENT AGREEMENTToronto Dominion Bank • March 13th, 2006 • 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.
