OR ANY AFFILIATES OF ANY OF THEM,
BUT EXCLUDING THE SERVICE PROVIDERS FROM THE DEFINITION OF AFFILIATE FOR THESE
PURPOSES, ON THE OTHER HAND.
(B)
OTHER THAN THE SERVICE AGREEMENTS AND ANY OTHER AGREEMENTS ENTERED INTO OR
AMENDED IN CONNECTION WITH THE MERGERS AND THE TRANSACTIONS CONTEMPLATED
THEREBY, ALL
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OTHER AGREEMENTS OR ARRANGEMENTS BETWEEN ANY SERVICE PROVIDER, ON THE ONE HAND,
AND ANY OF TIGI, IREIC, THE STOCKHOLDERS OR ANY AFFILIATES OF ANY OF THEM, ON
THE OTHER HAND, INCLUDING ANY ORAL AGREEMENTS OR COURSE OF BUSINESS PRACTICES OR
UNDERSTANDINGS, IF ANY, WILL TERMINATE AS OF THE CLOSING DATE AND BE OF NO
FURTHER FORCE AND EFFECT, WITH NO FURTHER LIABILITIES ON THE PART OF ANY PARTY
THERETO, OTHER THAN ANY LIABILITIES REFLECTED ON THE CLOSING BALANCE SHEET.
SECTION 6.11
RESTRICTIVE LEGENDS AND STOP TRANSFER ORDERS.
(A)
EACH CERTIFICATE REPRESENTING THE IWEST SHARES DELIVERED PURSUANT TO THIS
AGREEMENT SHALL BEAR THE FOLLOWING LEGEND, TOGETHER WITH ANY OTHER LEGENDS THAT
MAY BE REQUIRED BY STATE OR FEDERAL SECURITIES LAW:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS OF ANY STATE.
THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM OR UPON DELIVERY OF AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
SATISFACTORY TO THE ISSUER THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE
WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAW OR UNLESS SOLD PURSUANT TO
RULE 144 OF THE ACT.
(B)
STOP TRANSFER INSTRUCTIONS.
IN ORDER TO ENSURE COMPLIANCE WITH THE
RESTRICTIONS REFERRED TO HEREIN, IWEST MAY, SUBJECT TO THE TERMS OF THE
REGISTRATION RIGHTS AGREEMENT, ISSUE APPROPRIATE "STOP-TRANSFER" INSTRUCTIONS TO
ITS TRANSFER AGENT WITH RESPECT TO THE IWEST SHARES DELIVERED PURSUANT TO THIS
AGREEMENT.
(C)
REFUSAL TO TRANSFER.
IWEST WILL NOT BE REQUIRED: (I) TO TRANSFER ON ITS
BOOKS ANY IWEST SHARES THAT HAVE BEEN SOLD OR OTHERWISE TRANSFERRED IN VIOLATION
OF ANY OF THE PROVISIONS OF THIS AGREEMENT OR APPLICABLE LAW, OR (II) TO TREAT
AS OWNER OF SUCH IWEST SHARES OR TO ACCORD THE RIGHT TO VOTE OR PAY DIVIDENDS TO
ANY PURCHASER OR OTHER TRANSFEREE TO WHOM SUCH IWEST SHARES HAVE BEEN SO
TRANSFERRED.
(D)
REMOVAL OF LEGEND AND TRANSFER RESTRICTIONS.
ANY LEGEND ENDORSED ON A
CERTIFICATE PURSUANT TO SECTION 6.11(A) AND THE STOP TRANSFER INSTRUCTIONS WITH
RESPECT TO SUCH IWEST SHARES SHALL BE REMOVED AND IWEST SHALL CAUSE SUCH
CERTIFICATE TO BE CANCELLED AND SHALL ISSUE A CERTIFICATE WITHOUT SUCH LEGEND TO
THE HOLDER THEREOF (I) IF SUCH IWEST SHARES ARE REGISTERED UNDER THE SECURITIES
ACT AND IF THE PROPOSED TRANSFER THEREOF IS CONSISTENT WITH THE PLAN OF
DISTRIBUTION IN THE PROSPECTUS WITH RESPECT TO SUCH REGISTRATION OR (II) IF SUCH
HOLDER PROVIDES IWEST WITH AN OPINION OF COUNSEL FOR SUCH HOLDER, REASONABLY
SATISFACTORY TO LEGAL COUNSEL FOR IWEST, TO