Offer to purchase CLEARNET.pdf - About TELUS
Offer to purchase CLEARNET.pdf - About TELUS
Offer to purchase CLEARNET.pdf - About TELUS
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Notwithstanding the foregoing, an <strong>Offer</strong> may not be extended by the <strong>Offer</strong>ors if all of the terms and<br />
conditions of such <strong>Offer</strong> (other than those waived by the <strong>Offer</strong>ors) have been fulfilled or complied with, unless<br />
the <strong>Offer</strong>ors first take up and pay for all Clearnet Shares then deposited under such <strong>Offer</strong> and not withdrawn. In<br />
such event, the <strong>Offer</strong>s may be extended for an aggregate period not <strong>to</strong> exceed 20 Business Days (a ‘‘subsequent<br />
offering period’’), beginning after the time that the <strong>Offer</strong>ors pay for and exchange Clearnet Shares tendered in<br />
the <strong>Offer</strong>s. During a subsequent offering period, Shareholders may tender, but not withdraw, Clearnet Shares,<br />
and receive the consideration payable in the <strong>Offer</strong>s. Pursuant <strong>to</strong> Rule 14d-11 under the 1934 Act, no withdrawal<br />
rights apply <strong>to</strong> Clearnet Shares tendered in the <strong>Offer</strong>s and accepted for payment or exchange. During a<br />
subsequent offering period, the <strong>Offer</strong>ors will promptly deliver <strong>TELUS</strong> Non-Voting Shares and cash in<br />
consideration for Clearnet Shares tendered.<br />
Where the terms of an <strong>Offer</strong> are varied, the <strong>Offer</strong> will not expire before 10 days after the notice of the<br />
variation has been given, unless otherwise permitted by applicable Law and subject <strong>to</strong> extension, abridgement or<br />
elimination of that period pursuant <strong>to</strong> such orders as may be granted by applicable courts and securities<br />
regula<strong>to</strong>ry authorities.<br />
If before the Expiry Time, or after the Expiry Time, but before the expiry of all rights of withdrawal with<br />
respect <strong>to</strong> an <strong>Offer</strong>, a change occurs in the information contained in the <strong>Offer</strong>s <strong>to</strong> Purchase or the Circular, as<br />
amended from time <strong>to</strong> time, that would reasonably be expected <strong>to</strong> affect the decision of a Shareholder <strong>to</strong> accept<br />
or reject the <strong>Offer</strong> (other than a change that is not within the control of the <strong>Offer</strong>ors or their affiliates), the<br />
<strong>Offer</strong>ors will give written notice of such change <strong>to</strong> the Depositary at its principal office in Calgary, Alberta and<br />
will cause the Depositary <strong>to</strong> provide as soon as practicable thereafter a copy of such notice in the manner set<br />
forth under ‘‘Notice and Delivery’’ in Section 11 of the <strong>Offer</strong>s <strong>to</strong> Purchase, <strong>to</strong> all registered holders of Clearnet<br />
Shares that have not been taken up under such <strong>Offer</strong> at the date of the occurrence of the change. As soon as<br />
possible after giving notice of a change in information <strong>to</strong> the Depositary, the <strong>Offer</strong>ors will make a public<br />
announcement of the change in information and provide a copy of the notice thereof <strong>to</strong> the TSE and NASDAQ.<br />
Any notice of change in information will be deemed <strong>to</strong> have been given and <strong>to</strong> be effective on the day on which<br />
it is delivered or otherwise communicated <strong>to</strong> the Depositary at its principal office in Calgary, Alberta.<br />
During any such extension, or in the event of any variation or change in information, all Clearnet Shares<br />
previously deposited and not taken up or withdrawn will remain subject <strong>to</strong> the applicable <strong>Offer</strong> and may be<br />
accepted for <strong>purchase</strong> by the <strong>Offer</strong>ors in accordance with the terms hereof, subject <strong>to</strong> the provisions set out<br />
under ‘‘Withdrawal of Clearnet Shares’’ in Section 8 of the <strong>Offer</strong>s <strong>to</strong> Purchase. An extension of the Expiry Time,<br />
a variation of an <strong>Offer</strong> or a change in information contained in the <strong>Offer</strong>s <strong>to</strong> Purchase or the Circular does not<br />
constitute a waiver by the <strong>Offer</strong>ors of their rights set out under ‘‘Conditions of the <strong>Offer</strong>s’’ in Section 4 of the<br />
<strong>Offer</strong>s <strong>to</strong> Purchase. If the consideration being offered for the Clearnet Shares under the <strong>Offer</strong>s is increased, the<br />
increased consideration will be paid <strong>to</strong> all depositing Shareholders whose Clearnet Shares are taken up under<br />
such <strong>Offer</strong>s.<br />
See also ‘‘Background <strong>to</strong> the <strong>Offer</strong>s — Support Agreement’’ and ‘‘— Shareholders Agreements and<br />
Related Agreements’’ in the Circular.<br />
6. Payment for Deposited Clearnet Shares<br />
Upon the terms and subject <strong>to</strong> the conditions of the <strong>Offer</strong>s, the <strong>Offer</strong>ors will take up Clearnet Shares duly<br />
and validly tendered <strong>to</strong> the <strong>Offer</strong>s in accordance with the terms thereof on or as soon after the Expiry Time as<br />
the <strong>Offer</strong>ors are permitted by Law <strong>to</strong> take up such securities and the conditions of the applicable <strong>Offer</strong>s (as the<br />
same may be amended or waived) have been satisfied or waived. The <strong>Offer</strong>ors will pay for Clearnet Shares taken<br />
up under the <strong>Offer</strong>s in accordance with the terms of the <strong>Offer</strong>s promptly and in any event, on or before the date<br />
on which the <strong>Offer</strong>ors are required by Law <strong>to</strong> make such payment.<br />
For the purposes of each <strong>Offer</strong>, the <strong>Offer</strong>ors will be deemed <strong>to</strong> have taken up and accepted for payment<br />
Clearnet Shares validly deposited under the <strong>Offer</strong> and not withdrawn if, as and when the <strong>Offer</strong>ors give written<br />
notice (or other communication confirmed in writing) <strong>to</strong> the Depositary <strong>to</strong> that effect.<br />
Subject <strong>to</strong> applicable Law, the <strong>Offer</strong>ors reserve the right, in their sole discretion, <strong>to</strong> delay taking up or<br />
paying for any Clearnet Shares or <strong>to</strong> terminate an <strong>Offer</strong> and not take up or pay for any Clearnet Shares if any<br />
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