Offer to purchase CLEARNET.pdf - About TELUS

‘‘Clearnet Shareholders’’ mean Nextel International, Inc., Motorola Canada Limited, Madison Dearborn Capital
Partners, L.P. and Lenbrook Inc.
‘‘Clearnet Shares’’ means collectively, the Clearnet Non-Voting Shares, Class B Shares, Class C Shares and
Class D Shares.
‘‘Clearnet Warrantholders’’ means the holders of Clearnet Warrants.
‘‘Clearnet Warrants’’ means the warrants to purchase Clearnet Non-Voting Shares issued pursuant to the warrant
indenture dated as of December 11, 1995 between Clearnet and the United States Trust Company of New York.
‘‘Combination Alternative’’ has the meaning ascribed thereto in subsection (c) of Section 1 of the Offers to
Purchase, ‘‘The Offers’’.
‘‘Commissioner’’ means the Commissioner of Competition appointed under the Competition Act.
‘‘Commitment Letter’’ means the commitment letter dated August 18, 2000 from The Toronto Dominion Bank
and J.P. Morgan Security Trust Company of New York with respect to the provision of senior credit facilities.
‘‘Competition Act’’ means the Competition Act, R.S., 1985, c. C-34, as amended.
‘‘Compulsory Acquisition’’ means any acquisition of any of the Clearnet Shares or any class of them pursuant to
Section 206 of the CBCA.
‘‘CRTC’’ means the Canadian Radio-television and Telecommunications Commission, which is the federal
regulatory body responsible for regulating telecommunications and broadcasting in Canada.
‘‘CVMQ’’ means Commission des valeurs mobilières du Québec.
‘‘Dealer Managers’’ means in Canada TD Securities Inc. and J. P. Morgan Securities Canada Inc. and in the
United States J. P. Morgan Securities Inc. and TD Securities (U.S.A.) Inc.
‘‘Depositary’’ means Montreal Trust Company of Canada at its offices specified in the Letter of Transmittal.
‘‘EBITDA’’ means earnings before interest, taxes, depreciation and amortization.
‘‘Effective Date’’ means the date that the Offerors take up and pay for the Clearnet Shares deposited pursuant to a
Letter of Transmittal.
‘‘Eligible Institution’’ means a Canadian chartered bank, a trust company in Canada, a member of the Stock
Exchange Medallion Program (SEMP) or a member of The New York Stock Exchange Inc. Medallion Signature
Program (MSP) or the National Association of Securities Dealers, Inc., or a member of the Securities Transfer
Agent Medallion Program (STAMP).
‘‘Eligible Shareholder’’ means a Shareholder who elects the Combination Alternative or the Share Alternative
pursuant to the Offers and (i) who is a resident of Canada for the purposes of the Tax Act, who holds Clearnet
Shares as capital property for purposes of the Tax Act and who is not exempt from tax under the Tax Act, or
(ii) who is not a resident of Canada for purposes of the Tax Act and whose Clearnet Shares constitute taxable
Canadian property (as defined in the Tax Act), provided that any gain realized by such non-resident Shareholder
from the disposition of Clearnet Shares would not be exempt from Canadian tax by virtue of an applicable
international tax treaty to which Canada is a party, or (iii) which is a partnership that owns Clearnet Shares if
one or more of its members would be an Eligible Shareholder if such member held such Clearnet Shares
directly.
‘‘Expiry Time’’ means 12:01 a.m. (local time at the place of deposit) on Thursday, October 19, 2000, or such later
time and date or times and dates as may be fixed by TELUS from time to time as provided under ‘‘Extension,
Variation or Change in the Offers’’ in Section 5 of the Offers to Purchase.
‘‘fully-diluted basis’’ means, with respect to the number of outstanding Clearnet Shares at any time, the number of
Clearnet Shares that would be outstanding assuming all options, warrants, convertible debentures and other
rights to purchase or acquire Clearnet Shares outstanding at that time had been exercised.
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