Offer to purchase CLEARNET.pdf - About TELUS

DEFINITIONS
In the accompanying Summary, Offers to Purchase and Circular, unless the context otherwise requires, the
following terms have the meanings indicated:
‘‘1933 Act’’ means the United States Securities Act of 1933,
as amended.
‘‘1934 Act’’ means the United States Securities Exchange Act of 1934, as amended.
‘‘Acquisition Co.’’ means 612459 B.C. Ltd.
‘‘Acquisition Proposal’’ means any merger, amalgamation, consolidation, business combination, strategic alliance,
recapitalization, liquidation, take-over bid, sale of material assets (or any lease, long term supply agreement or
other arrangement having the same effect as a sale of material assets), any material sale of treasury shares or
rights or interests therein or thereto or similar transactions involving Clearnet or any Material Subsidiaries of
Clearnet, or a bona fide proposal to do so, excluding the Offers and any Compulsory Acquisition or Subsequent
Acquisition Transaction as contemplated in the Support Agreement.
‘‘affiliate’’ has the meaning ascribed thereto in the Securities Act (Ontario).
‘‘Agency’’ means any domestic or foreign court or tribunal or governmental agency or other regulatory authority
or administrative agency or commission or any elected or appointed public official.
‘‘Average Price’’ means the simple average of the weighted average trading price of a TELUS Non-Voting Share
for the five trading days on the TSE ending on the third business day prior to the Take-up Date.
‘‘associate’’ has the meaning ascribed thereto in the Securities Act (Ontario).
‘‘Banks’’ means the financial institutions providing the funds to TELUS pursuant to the Commitment Letter.
‘‘Book-Entry Transfer Facility’’ means The Depository Trust Company.
‘‘Business Day’’ means any day, other than Saturday, Sunday or a statutory holiday in the Provinces of British
Columbia or Ontario or a federal holiday in the United States or a civic holiday in Vancouver or Toronto.
‘‘Cash Alternative’’ has the meaning ascribed thereto in subsection (a) of Section 1 of the Offers to Purchase,
‘‘The Offers’’.
‘‘CBCA’’ means the Canada Business Corporations Act, R.S.C. 1985, c. C-44 and the regulations thereunder,
as amended.
‘‘CDMA’’ means Code Division Multiple Access, a digital technology for use in mobile phone systems.
‘‘Circular’’ means the take-over bid circular accompanying the Offers to Purchase and forming part thereof.
‘‘Class B Shares’’ means the Class B Shares in the capital of Clearnet.
‘‘Class C Shares’’ means the Class C Subordinate Voting Shares in the capital of Clearnet.
‘‘Class D Shares’’ means the Class D Subordinate Voting Shares in the capital of Clearnet.
‘‘CLEC’’ means a competitive local exchange carrier.
‘‘Clearnet’’ means Clearnet Communications Inc. and in the Circular, where the context so requires includes its
subsidiaries.
‘‘Clearnet Convertible Debentures’’ means the convertible debentures of Clearnet issued pursuant to the
indenture dated as of June 8, 2000 between Clearnet and Montreal Trust Company of Canada, as amended and
supplemented by a first supplemental indenture dated June 19, 2000.
‘‘Clearnet Non-Voting Shares’’ means the Class A Non-Voting Shares in the capital of Clearnet.
‘‘Clearnet Option Plan’’ means the Employee Stock Option Plan of Clearnet, as amended from time to time.
‘‘Clearnet Options’’ mean the options under the Clearnet Option Plan.
‘‘Clearnet Optionholders’’ means the holders of options under the Clearnet Option Plan.
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