Common use of Transfers in Change of Control Transaction Clause in Contracts

Transfers in Change of Control Transaction. Notwithstanding anything in Section 3.2 or elsewhere in this Agreement to the contrary, any transaction in which a person or “group” of persons acquires, directly or indirectly, including by merger, consolidation, asset sale, acquisition, liquidation, dissolution, restructuring, reorganization, recapitalization or other business combination transaction, control of at least a majority of the equity or assets of ConocoPhillips (each, a “Change of Control Transaction”) shall be a permitted Transfer and Hedge of Common Shares for all purposes under this Agreement and shall not be deemed to violate in any manner any of the restrictions imposed in Article 2 or Article 3 of this Agreement.

Transfers in Change of Control Transaction. Notwithstanding anything in Section 3.2 or elsewhere in this Agreement to the contrary, any transaction in which a person Person or “group” group of persons Persons acting jointly or in concert acquires, directly or indirectly, including by merger, consolidation, asset sale, acquisition, liquidation, dissolution, restructuring, reorganization, recapitalization or other business combination transaction, control of at least a majority of the equity or assets of ConocoPhillips Shareholder (each, a “"Change of Control Transaction”") shall be a permitted Transfer and Hedge of Common Shares for all purposes under this Agreement and shall not be deemed to violate this Agreement in any manner any of the restrictions imposed in Article 2 or Article 3 of this Agreementwhatsoever.