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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In addition, if:<br />
(a) there is a variation of the terms of the <strong>Offer</strong>s before the Expiry Time (including any extension of the<br />
period during which Clearnet Shares may be deposited hereunder, or the modification of a term or<br />
condition of the <strong>Offer</strong>s,); or<br />
(b) a notice of change in respect of the information contained in the <strong>Offer</strong>s <strong>to</strong> Purchase and the Circular,<br />
or in any subsequent notice of change or variation, is delivered <strong>to</strong> persons whose Clearnet Shares were<br />
deposited but not taken up at the date of the notice;<br />
any Clearnet Shares deposited under the <strong>Offer</strong>s at such time but not yet taken-up by the <strong>Offer</strong>ors may be<br />
withdrawn by or on behalf of the depositing Shareholder at any time until the expiration of 10 days after the date<br />
upon which the notice of such change or variation is mailed, delivered or otherwise communicated, subject <strong>to</strong><br />
abridgement of that period pursuant <strong>to</strong> such order or orders as may be granted by applicable courts or securities<br />
regula<strong>to</strong>ry authorities.<br />
Notwithstanding the foregoing, Shareholders may not withdraw Clearnet Shares validly tendered during a<br />
subsequent offering period.<br />
In order for any withdrawal <strong>to</strong> be made, the notice of withdrawal must be in writing (which includes a<br />
telegraphic communication or notice by electronic means that produces a printed copy), and must be actually<br />
received by the Depositary or the U.S. Forwarding Agent at the place of deposit of the applicable Clearnet<br />
Shares (or Notice of Guaranteed Delivery in respect thereof) within the period permitted for withdrawal. Any<br />
such notice of withdrawal must be (i) signed by or on behalf of the person who signed the Letter of Transmittal<br />
that accompanied the Clearnet Shares <strong>to</strong> be withdrawn (or Notice of Guaranteed Delivery in respect thereof),<br />
and (ii) specify such person’s name, the number of Clearnet Shares <strong>to</strong> be withdrawn, the name of the registered<br />
holder and the certificate number shown on each certificate representing the Clearnet Shares <strong>to</strong> be withdrawn.<br />
Any signature on a notice of withdrawal must be guaranteed by an Eligible Institution, except in the case of<br />
Clearnet Shares deposited for the account of an Eligible Institution. The withdrawal shall take effect upon<br />
receipt of the written notice by the Depositary or the U.S. Forwarding Agent.<br />
Withdrawals may not be rescinded and any Clearnet Shares withdrawn will be deemed not validly deposited<br />
for the purposes of the <strong>Offer</strong>s, but may be redeposited at any subsequent time prior <strong>to</strong> the Expiry Time by<br />
following any of the applicable procedures described in Section 3 of the <strong>Offer</strong>s <strong>to</strong> Purchase, ‘‘Manner of<br />
Acceptance’’.<br />
In addition <strong>to</strong> the foregoing rights of withdrawal, Shareholders in certain provinces of Canada are entitled<br />
<strong>to</strong> statu<strong>to</strong>ry rights of rescission or <strong>to</strong> damages, or both, in certain circumstances. See ‘‘<strong>Offer</strong>ees’ Statu<strong>to</strong>ry<br />
Rights’’ in the Circular.<br />
All questions as <strong>to</strong> the validity (including timely receipt) and form of notices of withdrawal will be<br />
determined by the <strong>Offer</strong>ors in their sole discretion, and such determination shall be final and binding. There will<br />
be no obligation on the <strong>Offer</strong>ors, the Dealer Managers, the Depositary or the U.S. Forwarding Agent <strong>to</strong> give any<br />
notice of any defects or irregularities in any withdrawal and no liability will be incurred by any of them for failure<br />
<strong>to</strong> give any such notice.<br />
9. Mail Service Interruption<br />
Notwithstanding the provisions of the <strong>Offer</strong>s <strong>to</strong> Purchase, the Circular, the Letter of Transmittal or the<br />
Notice of Guaranteed Delivery, cheques, share certificates and any other relevant documents will not be mailed<br />
if the <strong>Offer</strong>ors determine that delivery thereof by mail may be delayed. Persons entitled <strong>to</strong> cheques, share<br />
certificates and any other relevant documents that are not mailed for the foregoing reason may take delivery<br />
thereof at the office of the Depositary or the U.S. Forwarding Agent <strong>to</strong> which the Clearnet Shares were<br />
deposited until such time as the <strong>Offer</strong>ors have determined that delivery by mail will no longer be delayed.<br />
Notwithstanding the provisions set out under ‘‘Payment for Deposited Clearnet Shares’’ in Section 6 of the<br />
<strong>Offer</strong>s <strong>to</strong> Purchase, cheques, share certificates and any other relevant documents not mailed for the foregoing<br />
reason will be conclusively deemed <strong>to</strong> have been delivered on the first day upon which they are available for<br />
delivery <strong>to</strong> the depositing Shareholder at the appropriate office of the Depositary or the U.S. Forwarding Agent.<br />
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