27.06.2013 Views

Offer to purchase CLEARNET.pdf - About TELUS

Offer to purchase CLEARNET.pdf - About TELUS

Offer to purchase CLEARNET.pdf - About TELUS

SHOW MORE
SHOW LESS

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

Notice of any determination regarding mail service delay or interruption made by the <strong>Offer</strong>ors will be given in<br />

accordance with the provisions set out under ‘‘Notice and Delivery’’ in Section 11 of the <strong>Offer</strong>s <strong>to</strong> Purchase.<br />

10. Reorganization, Dividends and Distributions<br />

If, on or after the date of the <strong>Offer</strong>s, Clearnet should divide, combine or otherwise change any of the<br />

Clearnet Shares or its capitalization, or disclose that it has taken or intends <strong>to</strong> take any such action, the <strong>Offer</strong>ors<br />

may (in their sole discretion) make such adjustments as they consider appropriate <strong>to</strong> the <strong>purchase</strong> price and the<br />

other terms of the <strong>Offer</strong>s (including, without limitation, the type of securities offered <strong>to</strong> be <strong>purchase</strong>d and the<br />

amounts and types of consideration payable therefor) <strong>to</strong> reflect that division, combination or other change.<br />

Clearnet Shares acquired pursuant <strong>to</strong> the <strong>Offer</strong>s shall be transferred by the Shareholder and acquired by<br />

the <strong>Offer</strong>ors free and clear of all liens, charges, encumbrances, claims and equities and <strong>to</strong>gether with all rights<br />

and benefits arising therefrom, including the right <strong>to</strong> all dividends, distributions, payments, securities, rights,<br />

warrants, assets or other interests which may be declared, paid, issued, accrued, distributed, made or transferred<br />

on or after August 18, 2000 (the last Business Day prior <strong>to</strong> the date of the announcement of the <strong>Offer</strong>s) on or in<br />

respect of the Clearnet Shares.<br />

If Clearnet should declare or pay any dividend or declare, make or pay any other distribution or payment on<br />

or declare, allot, reserve or issue any securities, rights or other interests with respect <strong>to</strong> any Clearnet Share that<br />

is payable or distributable <strong>to</strong> Shareholders on a record date that is prior <strong>to</strong> the date of transfer in<strong>to</strong> the names of<br />

the <strong>Offer</strong>ors or their nominee or transferee on the register of Shareholders maintained by Clearnet of such<br />

Clearnet Share following acceptance thereof for <strong>purchase</strong> pursuant <strong>to</strong> the <strong>Offer</strong>s, then the whole of any such<br />

dividend, distribution or right will be received and held by the depositing Shareholder for the account of the<br />

<strong>Offer</strong>ors and shall be promptly remitted and transferred by the depositing Shareholder <strong>to</strong> the Depositary or the<br />

U.S. Forwarding Agent for the account of the <strong>Offer</strong>ors, accompanied by appropriate documentation of transfer.<br />

Pending such remittance, the <strong>Offer</strong>ors shall be entitled <strong>to</strong> all rights and privileges as owner of any such dividend,<br />

distribution, payment, right or other interest and may withhold the entire <strong>purchase</strong> price payable by the<br />

applicable <strong>Offer</strong>ors pursuant <strong>to</strong> the <strong>Offer</strong> or deduct from the <strong>purchase</strong> price payable by the <strong>Offer</strong>ors pursuant <strong>to</strong><br />

such <strong>Offer</strong> the amount or value thereof, as determined by the <strong>Offer</strong>ors in their sole discretion.<br />

11. Notice and Delivery<br />

Any notice that the <strong>Offer</strong>ors or the Depositary may give or cause <strong>to</strong> be given under an <strong>Offer</strong> shall be<br />

deemed <strong>to</strong> have been properly given if it is mailed by first class mail postage prepaid <strong>to</strong> the registered holders of<br />

Clearnet Shares at their respective addresses appearing in the securities registers maintained by Clearnet and,<br />

unless otherwise specified by applicable law, will be deemed <strong>to</strong> have been received on the first business day<br />

following mailing. These provisions apply notwithstanding any accidental omission <strong>to</strong> give notice <strong>to</strong> any one or<br />

more Shareholders and notwithstanding any interruption of mail services in Canada or the United States or<br />

elsewhere following mailing.<br />

If mail service is interrupted following mailing, the <strong>Offer</strong>ors intend <strong>to</strong> make reasonable efforts <strong>to</strong><br />

disseminate any notice by other means, such as publication. Except as otherwise required or permitted by law, if<br />

post offices in Canada or the United States or elsewhere are not open for the deposit of mail or there is reason<br />

<strong>to</strong> believe there is or could be a disruption in all or part of the postal service, any notice which the <strong>Offer</strong>ors, the<br />

Depositary or the U.S. Forwarding Agent may give or cause <strong>to</strong> be given under the <strong>Offer</strong>s, except as otherwise<br />

provided herein, will be deemed <strong>to</strong> have been properly given and <strong>to</strong> have been received by holders of Clearnet<br />

Shares if (i) it is given <strong>to</strong> each of the TSE and NASDAQ for dissemination through their facilities; (ii) it is<br />

published once in The National Post, provided that if The National Post is not being generally circulated,<br />

publication thereof shall be made in the National Edition of The Globe and Mail or any other daily newspaper<br />

of general circulation published in the cities of Toron<strong>to</strong> and Vancouver; and (iii) it is provided by way of press<br />

release for broad dissemination in Canada and the U.S.<br />

Wherever an <strong>Offer</strong> calls for documents <strong>to</strong> be delivered <strong>to</strong> the Depositary or the U.S. Forwarding Agent those<br />

documents will not be considered delivered unless and until they have been physically received at one of the<br />

addresses listed for the Depositary or the U.S. Forwarding Agent in the Letter of Transmittal or Notice of<br />

Guaranteed Delivery, as applicable.<br />

25

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!