Offer to purchase CLEARNET.pdf - About TELUS

(e) TELUS shall have determined in its sole judgment, acting reasonably that: (i) no act, action, suit or
proceeding shall have been threatened or taken before or by any domestic or foreign court, tribunal or
governmental agency or other regulatory or administrative agency or commission or before or by any
elected or appointed public official in Canada or elsewhere, whether or not having the force of law; and
(ii) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the
force of law) shall have been proposed, enacted, promulgated or applied that (A) prevents, or would
reasonably after the passage of time prevent, TELUS and Acquisition Co. from proceeding with the
Offers or with the right of the Offerors to own or exercise full rights of ownership of the Clearnet
Shares acquired under the Offers, or any Compulsory Acquisition or Subsequent Acquisition
Transaction, (B) would reasonably prevent completion of the acquisition by the Offerors of Clearnet
Shares pursuant to a Compulsory Acquisition or any Subsequent Acquisition Transaction as construed
under applicable Laws as of the date hereof on the basis of a majority of minority approval of the
Clearnet Shareholders, or (C) if the Offers were consummated would have a material adverse effect on
Clearnet;
(f) TELUS shall have determined in its sole judgment, acting reasonably, that neither Clearnet nor any of
its Subsidiaries, associates or entities in which it has a direct or indirect material interest has, since the
time TELUS announced its intention to make the Offers, taken any action, or disclosed any previously
undisclosed action taken by any of them, that, taken separately or together would have a material
adverse effect on Clearnet;
(g) all third party consents that are necessary as a result of the change of control of Clearnet pursuant to
the Offers, the failure of which to obtain would have a material adverse effect on Clearnet, shall have
been obtained on terms satisfactory to TELUS in its sole judgment, acting reasonably;
(h) the representations and warranties of each of the Clearnet Shareholders in the respective Shareholders
Agreements shall have been, as of the date made, as of the date of the Offers and as of the first
Take-up Date, true and correct unless any inaccuracy in the representations and warranties would not
give rise to a material adverse change or would not have a material adverse effect on the Offers and
each of such parties shall in all material respects have performed each of its covenants and complied
with all of its agreements to be performed and complied with by it under the respective Shareholders
Agreements, unless such non-performance would not give rise to a material adverse change or would
not have a material adverse effect on the Offers;
(i) the board of directors of Clearnet shall not have withdrawn its recommendation that holders of
Clearnet Shares accept the Offers or changed such recommendation in a manner that has substantially
the same effect;
(j) the representations and warranties made by Clearnet in the Support Agreement shall be true and
correct as of each of the date of the Support Agreement, the mailing date of the Offers to Purchase
and Circular, and the Take-up Date, as if made on and as of such dates except to the extent such
representations and warranties speak as of an earlier date or except as affected by transactions
contemplated or permitted by the Support Agreement or except for any failures or breaches of
representations and warranties which individually or in the aggregate would not have, or would not
reasonably be expected to have, a material adverse effect on Clearnet or materially impede the ability
of the Offerors to acquire the Clearnet Shares under the Offers, or any Compulsory Acquisition or
Subsequent Acquisition Transaction, and Clearnet shall have complied with its covenants in this
Agreement, except to the extent the failure, in the reasonable judgment of TELUS, to comply with
such covenants has not had, or would not reasonably be expected to have a material adverse effect on
Clearnet or materially impede the ability of the Offerors to acquire the Clearnet Shares under the
Offers, or any Compulsory Acquisition or Subsequent Acquisition Transaction;
(k) there not existing or having occurred (or if there does exist or shall have previously occurred there not
having been disclosed, generally or to the Banks) any change (or any condition, event or development
involving a prospective change) in the business, operations, assets, capitalization, financial condition,
notes, indentures, agreements, prospects, licenses, permits, rights, privileges or liabilities, whether
contractual or otherwise of Clearnet and its Subsidiaries which in the sole judgement of TELUS or the
Banks would have a material adverse effect on Clearnet; and
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