Common use of Tagalong Clause in Contracts

Tagalong. If either HACL or Energy Investors proposes to sell any of their shares of Common Stock ("Disposing Shareholder"), then such Disposing Shareholder shall notify ▇▇▇▇▇ and the ▇▇▇▇▇ Shareholders of the terms of such sale in a written notice to ▇▇▇▇▇ setting forth the terms of such sale (the "Offer Notice"). ▇▇▇▇▇ and the ▇▇▇▇▇ Shareholders shall have the right within ten (10) days of such notice to elect to participate in such sale ("Accepting Shareholder") by notifying the Disposing Shareholder of such intent. Upon receipt of a notice from an Accepting Shareholder, the Disposing Shareholder shall allow such Accepting Shareholder to dispose of such Accepting Shareholder's pro rata share of Common Stock (based on the total number of shares of Common Stock owned by the Accepting Shareholder(s) and the Disposing Shareholder in relation to the total number of shares of Common Stock to be sold) on the same terms as contained in the Offer Notice. Upon delivery of the notice referred to above, each Accepting Shareholder shall be obligated to sell their pro rata share of their shares of Common Stock to the purchaser specified in the Offer Notice. The co-sale rights set forth in this Section 4.2 shall terminate on the earlier of (i) when the ▇▇▇▇▇ Shareholders have sold or are deemed as set forth herein to have sold one-half of the ▇▇▇▇▇ Stock, (ii) December 31, 2001 or (iii) upon ▇▇▇▇▇ or any Member of the Shareholder Group taking any actions inconsistent with or which would be in violation of Section 1.5 hereof whether or not the Standstill Period is then in effect.

Tagalong. If either HACL or Energy Investors proposes to sell any of their shares of Common Stock ("Disposing Shareholder"), then such Disposing Shareholder shall notify ▇▇▇▇▇ Estis and the ▇▇▇▇▇ Estis Shareholders of the terms of such sale in a written notice to ▇▇▇▇▇e to Esti▇ setting ▇▇▇ting forth the terms of such sale (the "Offer Notice"). Estis a▇▇ ▇▇▇▇▇ and the ▇▇▇▇▇ e Estis Shareholders shall have the right within ten (10) days of da▇▇ ▇▇ such notice to not▇▇▇ ▇o elect to participate in such sale ("Accepting Shareholder") by notifying the Disposing Shareholder of such intent. Upon receipt of a notice from an Accepting Shareholder, the Disposing Shareholder shall allow such Accepting Shareholder to dispose of such Accepting Shareholder's pro rata share of Common Stock (based on the total number of shares of Common Stock owned by the Accepting Shareholder(s) and the Disposing Shareholder in relation to the total number of shares of Common Stock to be sold) on the same terms as contained in the Offer Notice. Upon delivery of the notice referred to above, each Accepting Shareholder shall be obligated to sell their pro rata share of their shares of Common Stock to the purchaser specified in the Offer Notice. The co-sale rights set forth in this Section 4.2 shall terminate on the earlier of (i) when the ▇▇▇▇▇ Estis Shareholders have sold or are deemed as set forth herein to have sold ones▇▇▇ ▇ne-half of the ▇▇▇▇▇ Estis Stock, (ii) December 31, 2001 or (iii) upon ▇▇▇▇▇ Estis or any Member of the ▇▇▇ Shareholder Group taking any actions inconsistent inconsis▇▇▇▇ with or which would be in violation of Section 1.5 hereof whether or not the Standstill Period is then in effect.