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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those documents. <strong>TELUS</strong> recommends that those documents be delivered by hand <strong>to</strong> the Depositary and that a<br />
receipt be obtained or, if mailed, that registered mail, properly insured, be used.<br />
All questions as <strong>to</strong> the validity, form, eligibility (including timely receipt) and acceptance of any Clearnet<br />
Shares deposited pursuant <strong>to</strong> an <strong>Offer</strong> will be determined by the <strong>Offer</strong>ors in their sole discretion, and depositing<br />
Shareholders agree that such determination shall be final and binding. The <strong>Offer</strong>ors reserve the absolute right <strong>to</strong><br />
reject any and all deposits that they determine not <strong>to</strong> be in proper form or that may be unlawful for them <strong>to</strong><br />
accept under the Laws of any jurisdiction. The <strong>Offer</strong>ors reserve the absolute right <strong>to</strong> waive any defect or<br />
irregularity in the deposit of any Clearnet Shares. There will be no obligation on the <strong>Offer</strong>ors, the Dealer<br />
Managers, the Depositary or the U.S. Forwarding Agent or any other person <strong>to</strong> give notice of any defects or<br />
irregularities in any deposit and no liability will be incurred by any of them for failure <strong>to</strong> give any such notice.<br />
The <strong>Offer</strong>ors’ interpretation of the terms and conditions of the respective <strong>Offer</strong>s, the Circular, the Letter of<br />
Transmittal and the Notice of Guaranteed Delivery will be final and binding.<br />
Shareholders whose Clearnet Shares are registered in the name of a s<strong>to</strong>ckbroker, investment dealer, bank,<br />
trust company or other nominee should contact that nominee for assistance in depositing those Clearnet Shares.<br />
Powers of At<strong>to</strong>rney<br />
The execution of a Letter of Transmittal irrevocably appoints and constitutes the Depositary and any<br />
officers of the <strong>Offer</strong>ors and each of them and any other persons designated by the <strong>Offer</strong>ors in writing as the true<br />
and lawful agents, at<strong>to</strong>rneys, at<strong>to</strong>rneys-in-fact and proxies of the holder of the Clearnet Shares covered by such<br />
Letter of Transmittal with respect <strong>to</strong> Clearnet Shares registered in the name of the holder on the securities<br />
registers maintained by Clearnet and deposited pursuant <strong>to</strong> an <strong>Offer</strong> and <strong>purchase</strong>d by the <strong>Offer</strong>ors (the<br />
‘‘Purchased Securities’’), and with respect <strong>to</strong> any and all securities, rights, warrants or other interests accrued,<br />
paid, declared, issued, transferred, made or distributed on or in respect of the Purchased Securities on or after<br />
August 18, 2000, (the last Business Day prior <strong>to</strong> the date of the announcement of the <strong>Offer</strong>s), whether or not<br />
separated from the Clearnet Shares (collectively, the ‘‘Other Securities’’), effective from and after the Effective<br />
Date, with full power of substitution (such powers of at<strong>to</strong>rney being irrevocable), <strong>to</strong>:<br />
(a) register or record the transfer of Purchased Securities and Other Securities on the appropriate<br />
registers;<br />
(b) except as otherwise may be agreed, <strong>to</strong> exercise any and all rights of the holder of the Purchased<br />
Securities including, without limitation, <strong>to</strong> vote, execute and deliver any and all instruments of proxy,<br />
authorizations or consents in respect of all or any of the Purchased Securities, revoke any such<br />
instrument, authorization or consent given prior <strong>to</strong>, on or after the Effective Date, designate in any<br />
such instruments of proxy any person or persons as the proxy or the proxy nominee or nominees of the<br />
depositing holder in respect of such Purchased Securities for all purposes including, without limitation,<br />
in connection with any meeting (whether annual, special or otherwise and any adjournments thereof)<br />
of holders of securities of Clearnet, and execute, endorse and negotiate, for and in the name of and on<br />
behalf of the registered holder of Purchased Securities, any and all cheques or other instruments,<br />
respecting any distribution payable <strong>to</strong> or <strong>to</strong> the order of such holder of Purchased Securities;<br />
(c) execute, endorse and negotiate any cheques or other instruments representing any distribution payable<br />
<strong>to</strong> the holder; and<br />
(d) exercise any other rights of a holder of Purchased Shares and any Other Securities.<br />
A holder of Clearnet Shares who executes a Letter of Transmittal also agrees, from and after the<br />
Effective Date:<br />
(a) not <strong>to</strong> vote any of the Purchased Shares or Other Securities at any meeting of holders of those<br />
securities;<br />
(b) except as otherwise may be agreed, not <strong>to</strong> exercise any other rights or privileges attached <strong>to</strong> any of<br />
those securities; and<br />
(c) <strong>to</strong> execute and deliver <strong>to</strong> the <strong>Offer</strong>ors any and all instruments of proxy, authorizations or consents<br />
received in respect of those securities and <strong>to</strong> designate in any such instruments of proxy, if requested,<br />
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