The merger agreement includes a break fee of $425 million, or $275 million in the event of the failure to do a deal or a counterbid.

The group talked about how to ratify the merger agreement.

He will remain in charge of the wholesale business and focus on 'continuing to deliver the cost synergies and driving the growth agenda set out in the merger agreement'.

In addition, the merger agreement provided for payment of termination fees of $1.5 billion.

Each merger agreement that contains such a clause has a different definition of what, in its particular context, constitutes a material adverse change.