Offer to purchase CLEARNET.pdf - About TELUS

‘‘Governmental Entity’’ means any (a) multinational, federal, provincial, state, regional, municipal, local or other
government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board,
bureau or agency, domestic or foreign, (b) subdivision, agent, commission, board or authority of any of the
foregoing or (c) quasi-governmental, self regulating or private body exercising any regulatory, expropriation or
taxing authority under or for the account of any of the foregoing including the TSE and NASDAQ.
‘‘Holdco Agreement’’ means an agreement satisfactory to TELUS, in its sole discretion, pursuant to which all of
the holders of shares in the capital of a Holding Company agree to, among other things, deposit all of the shares
in the capital of such company to TELUS (in lieu of Clearnet Shares) under the Offers and agree to deposit with
the Depositary prior to the Holdco Election Deadline a duly completed Holdco Letter of Transmittal and
Election Form.
‘‘Holdco Alternative’’ means the option of all of the holders of shares in the capital of a Holding Company which
holds Clearnet Shares, to participate in the Offers by entering into a Holdco Agreement with TELUS and by
depositing all of the issued and outstanding shares in the capital of such company to TELUS (in lieu of Clearnet
Shares) under the Offers and to receive the consideration specified in the Offers as elected by them in the
Holdco Letter of Transmittal and Election Form.
‘‘Holdco Election Deadline’’ means October 16, 2000.
‘‘Holdco Letter of Transmittal and Election Form’’ means the letter of transmittal and acceptance and election
form for use by Holdco Shareholders who choose the Holdco Alternative which, when duly completed and
returned prior to the Holdco Election Deadline, will enable Holdco Shareholders to elect under the Offers to
deposit their Holdco Shares under the Offers (in lieu of Clearnet Shares) for the Share Alternative, the Cash
Alternative or the Combination Alternative, as the case may be, subject to certain prorations.
‘‘Holdco Shareholder’’ means a holder of Holdco Shares.
‘‘Holdco Shares’’ means, in respect of a Holding Company, all of the issued and outstanding shares in the capital
of such Holding Company.
‘‘Holding Company’’ means a company which is a holder of Clearnet Shares and in respect of which all of the
Holdco Shareholders have validly exercised the Holdco Alternative within the times and in accordance with the
conditions set out herein and duly completed and deposited with the Depositary prior to the Holdco Election
Deadline a Holdco Letter of Transmittal and Election Form.
‘‘Laws’’ or ‘‘Law’’ means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines,
policies, notices, directions, decrees and judgments or other requirements of any Governmental Entity.
‘‘Letter of Transmittal’’ means the Letter of Acceptance and Transmittal for Clearnet Shares in the form
accompanying the Offers to Purchase and Circular, or a facsimile thereof.
‘‘LIBOR’’ means London Interbank Offer Rate.
‘‘Lock-up Agreements’’ mean the agreements dated as of August 20, 2000 among TELUS and each of the Clearnet
Shareholders, which provides for, inter alia, certain matters relating to the Offers.
‘‘material adverse change’’ or ‘‘material adverse effect’’ means, when used in connection with TELUS or Clearnet,
any change, effect, event, occurrence or change in state of facts that is, or would reasonably be expected to be,
material and adverse to the business, operations or financial condition of such party and its Material
Subsidiaries, taken as a whole, other than any change, effect, event, occurrence or change in state of facts
relating to (a) (i) the Canadian equity market; or (ii) the debt syndication market in Canada; (b) the wireless
telecommunications industry in Canada; or (c) the refusal by Industry Canada to allow the timely sale of
spectrum over the 55 MHz Spectrum Cap.
‘‘Material Subsidiary’’ in respect of TELUS means TELUS Communications Inc., TELUS Communications
(B.C.) Inc. and TELUS Mobility Cellular Inc. and in respect of Clearnet, means Clearnet Inc. and Clearnet
PCS Inc.
‘‘Maximum Take-up Date Cash Consideration’’ means the amount equal to (i) $35.00 (being 50% of $70.00) times
the aggregate of all Clearnet Non-Voting Shares, Class C Shares and Class D Shares to be taken up and paid for
9