Common use of Restrictions on Transfers of Shares Clause in Contracts

Restrictions on Transfers of Shares. Except as set out under Section 2.3, without the prior written consent of Cenovus (which consent may, in the sole discretion of Cenovus, be withheld or given subject to such conditions as Cenovus may in its sole discretion determine), the Shareholder shall not, and shall cause its Affiliates and their respective Representatives acting on behalf of Shareholder or any of its Affiliates, to not, directly or indirectly: (a) for the period ending at 11:59 p.m. (Calgary time) on the date that is 18 months following the Effective Date, Transfer or cause the Transfer of any Common Shares, except: (i) pursuant to a Combination Transaction that has been approved by the Board or recommended by the Board for approval by the shareholders of Cenovus; (ii) as contemplated under Section 3.3; or (iii) as contemplated under Section 3.4; (b) Transfer or cause the Transfer, either alone or in the aggregate with its Affiliates, Other Standstill Shareholder and Other Standstill Shareholder's Affiliates, and whether in a single transaction or a series of related transactions, any Common Shares or Warrants that would, to the knowledge of Shareholder (after reasonable inquiry), result in such Person, together with any Persons acting jointly or in concert with such Person, beneficially owning, or controlling or directing, 20% or more of the then-outstanding Common Shares (including, for certainty, those Common Shares and Warrants proposed to be Transferred) and assuming for this purpose the full exercise of all Warrants that would, after the proposed Transfer, be beneficially owned or controlled or directed by such Person and any Person acting jointly or in concert therewith; provided that the foregoing shall not apply to: (i) Transfers effected through an underwritten public offering (including an underwritten public offering undertaken pursuant to the Registration Rights Agreement); (ii) Transfers effected as a result of the consummation of a Combination Transaction which has been approved by a resolution of Cenovus Shareholders, or made to an offeror in relation to a take-over bid where the offeror pursuant to such take-over bid is proposing to acquire such Common Shares from Shareholder, Other Standstill Shareholder or both in connection with an identical offer made to all holders of Common Shares (in terms of price, timing, proportion of securities sought to be acquired and conditions); or (iii) Transfers made to an Affiliate in accordance with Section 3.3. If Shareholder or any of its Affiliates or any Representative acting on behalf of Shareholder or any of its Affiliates, proposes to Transfer or cause the Transfer of any Common Shares or Warrants in circumstances as described in Section 3.2(b) except that the reference therein to "20%" is instead read as a reference to "10%", then Shareholder shall give Cenovus advance written notice of the proposed Transfer and, if reasonably practicable, consult with Cenovus with respect to such Transfer, not less than 24 hours prior to the earlier of (i) entering into any agreement or binding obligation in respect thereof or (ii) effecting such Transfer, and shall, unless otherwise prohibited by confidentiality or similar restrictions (in respect of which Shareholder has used its commercially reasonable efforts to seek a waiver or consent thereof), provide Cenovus with the identity of the proposed transferee and the terms on which the Transfer is proposed to be completed.

Restrictions on Transfers of Shares. Except as set out under Section 2.3, without the prior written consent of Cenovus (which consent may, in the sole discretion of Cenovus, be withheld or given subject to such conditions as Cenovus may in its sole discretion determine), the Shareholder shall not, and shall cause its Affiliates and their respective Representatives acting on behalf of Shareholder or any of its Affiliates, to not, directly or indirectly: (a) for the period ending at 11:59 p.m. (Calgary time) on the date that is 18 months following the Effective Date, Transfer or cause the Transfer of any Common Shares, except: (i) pursuant to a Combination Transaction that has been approved by the Board or recommended by the Board for approval by the shareholders of Cenovus; (ii) as contemplated under Section 3.3; or (iii) as contemplated under Section 3.4; (b) Transfer or cause the Transfer, either alone or in the aggregate with its Affiliates, Other Standstill Shareholder and Other Standstill Shareholder's Affiliates, and whether in a single transaction or a series of related transactions, any Common Shares or Warrants that would, to the knowledge of Shareholder (after reasonable inquiry), result in such Person, together with any Persons acting jointly or in concert with such Person, beneficially owning, or controlling or directing, 20% or more of the then-outstanding Common Shares (including, for certainty, those Common Shares and Warrants proposed to be Transferred) and assuming for this purpose the full exercise of all Warrants that would, after the proposed Transfer, be beneficially owned or controlled or directed by such Person and any Person acting jointly or in concert therewith; provided that the foregoing shall not apply to: (i) Transfers effected through an underwritten public offering (including an underwritten public offering undertaken pursuant to the Registration Rights Agreement); (ii) Transfers effected as a result of the consummation of a Combination Transaction which has been approved by a resolution of Cenovus Shareholders, or made to an offeror in relation to a take-over bid where the offeror pursuant to such take-over bid is proposing to acquire such Common Shares from Shareholder, Shareholder or Other Standstill Shareholder or both in connection with an identical offer made to all holders of Common Shares (in terms of price, timing, proportion of securities sought to be acquired and conditions); or (iii) Transfers made to an Affiliate in accordance with Section 3.3. If Shareholder or any of its Affiliates or any Representative acting on behalf of Shareholder or any of its Affiliates, proposes to Transfer or cause the Transfer of any Common Shares or Warrants in circumstances as described in Section 3.2(b) except that the reference therein to "20%" is instead read as a reference to "10%", then Shareholder shall give Cenovus advance written notice of the proposed Transfer and, if reasonably practicable, consult with Cenovus with respect to such Transfer, not less than 24 hours prior to the earlier of (i) entering into any agreement or binding obligation in respect thereof or (ii) effecting such Transfer, and shall, unless otherwise prohibited by confidentiality or similar restrictions (in respect of which Shareholder has used its commercially reasonable efforts to seek a waiver or consent thereof), provide Cenovus with the identity of the proposed transferee and the terms on which the Transfer is proposed to be completed.

Restrictions on Transfers of Shares. Except as set out under Section 2.3, without Without the prior written consent of Cenovus (which consent may, in the sole discretion of Cenovus, be withheld or given subject to such conditions as Cenovus may in its sole discretion determine), the Shareholder shall notno ConocoPhillips Entity or any of its Affiliates, and shall cause its Affiliates and nor any of their respective Representatives acting on behalf of Shareholder any ConocoPhillips Entity or any of its Affiliates, to notwill, directly or indirectly: (a) for the period ending at 11:59 p.m. (Calgary time) Mountain Time on the date that is 18 months following the Effective DateNovember 17, 2017, Transfer or cause the Transfer of any Common Shares, except: (i) pursuant Shares or Hedge or cause the Hedge of its direct or indirect exposure to a Combination Transaction that has been approved by the Board or recommended by the Board for approval by the shareholders of Cenovus; (ii) any Common Shares except as contemplated under Section 3.3; Sections 3.2(c)(iii), 3.2(c)(iv) or (iii) as contemplated under Section 3.4; (b) complete a Transfer, or cause a Transfer to be completed, of Common Shares pursuant to a block trade where 5% or more of the then-outstanding Common Shares will be Transferred pursuant to such block trade (whether such block trade is executed at prevailing market prices through registered investment dealers in transactions on the Toronto Stock Exchange or New York Stock Exchange in accordance with the rules and policies of such exchanges or otherwise), provided, however, that the foregoing shall not apply to Transfers effected through an underwritten public offering (including pursuant to the Registration Rights Agreement) where the applicable ConocoPhillips Entity (or Affiliate thereof) which is the transferor and its Representatives does not know or have reason to believe that such Transfer would result in a violation of Section 3.2(c); or (c) Transfer or cause the Transfer, either alone or in the aggregate with its Affiliates, Other Standstill Shareholder and Other Standstill Shareholder's any other ConocoPhillips Entity or their respective Affiliates, and whether in a single transaction or a series of related transactions, any Common Shares to any one Person or Warrants that would, to the knowledge group of Shareholder related Persons (after reasonable inquiry), result in including any Affiliates of such Person, together with any ) or Persons acting jointly or in concert with concert, if such PersonTransfer (or series thereof) would result in such Person (or group of related Persons or Persons acting jointly or in concert) having been Transferred in such transaction or transactions Common Shares previously held by ConocoPhillips Entities, beneficially owningdirectly or indirectly, or controlling or directing, 20representing 5% or more of the then-then- outstanding Common Shares (including, for certainty, those Common Shares and Warrants proposed to be Transferred) and assuming for this purpose the full exercise of all Warrants that would; provided, after the proposed Transferhowever, be beneficially owned or controlled or directed by such Person and any Person acting jointly or in concert therewith; provided that the foregoing shall not apply to: : (i) block trades not prohibited by Section 3.2(b) (whether such block trade is executed at prevailing market prices through registered investment dealers in transactions on the Toronto Stock Exchange or New York Stock Exchange in accordance with the rules and policies of such exchanges or otherwise in accordance with Applicable Securities Laws) or other Transfers, in each case where the applicable ConocoPhillips Entity (or Affiliate thereof) which is the transferor and its Representatives does not know or have reason to believe that such Transfer would result in a violation of Section 3.2(c) and has, as a term of such transaction, required any involved registered investment dealer to not knowingly effect such a result; (ii) Transfers effected through an underwritten public offering (including an underwritten public offering undertaken pursuant to the Registration Rights Agreement); ; (iiiii) Transfers effected as a result of the consummation of a Combination Transaction transaction which has been approved by a resolution of Cenovus Shareholdersshareholders, or made to an offeror in relation to a take-over bid where the offeror pursuant to such take-over bid is proposing to acquire such Common Shares from Shareholder, Other Standstill Shareholder the ConocoPhillips Entity or both ConocoPhillips Entities in connection with an identical offer made to all holders of Common Shares (in terms of price, timing, proportion of securities sought to be acquired and conditions)) and does not acquire any such Common Shares unless the offeror also acquires a proportionate number of Common Shares actually tendered to such identical offer; or or (iiiiv) Transfers made to an Affiliate in accordance with Section 3.3. If Shareholder 3.3 hereof; provided, however, that any ConocoPhillips Entity (or any of its Affiliates or any Representative acting on behalf of Shareholder or any of its Affiliates, proposes to Transfer or cause the Transfer of an Affiliate thereof) who acquires any Common Shares or Warrants in circumstances as described in Section 3.2(b) except that the reference therein to "20%" is instead read as a reference to "10%", then Shareholder shall give Cenovus advance written notice result of any of the proposed Transfer and, if reasonably practicable, consult with Cenovus with respect to such Transfer, not less than 24 hours prior to the earlier of foregoing provisions shall: (i) entering into any agreement or binding obligation to the extent that it is already a Party to this Agreement, continue to be bound by this Agreement in respect thereof of all Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, at any time; and (ii) effecting to the extent that, prior to such Transferacquisition, it was not a Party to this Agreement, agrees to be bound by and shallbecome a Party to this Agreement as a “ConocoPhillips Entity” (and ConocoPhillips agrees to cause such ConocoPhillips Entity (or any Affiliate) to become a party hereto) and, unless otherwise prohibited by confidentiality concurrent with the completion of such Transfer shall validly execute and deliver a joinder or similar restrictions (document in respect of which Shareholder has used its commercially reasonable efforts order to seek a waiver or consent thereof), provide Cenovus with effect the identity of the proposed transferee and the terms on which the Transfer is proposed to be completedforegoing.

Restrictions on Transfers of Shares. Except as set out under Section 2.3, without Without the prior written consent of Cenovus (which consent may, in the sole discretion of Cenovus, be withheld or given subject to such conditions as Cenovus may in its sole discretion determine), the Shareholder shall notno ConocoPhillips Entity or any of its Affiliates, and shall cause its Affiliates and nor any of their respective Representatives acting on behalf of Shareholder any ConocoPhillips Entity or any of its Affiliates, to notwill, directly or indirectly: (a) for the period ending at 11:59 p.m. (Calgary time) Mountain Time on the date that is 18 months following the Effective DateNovember 17, 2017, Transfer or cause the Transfer of any Common Shares, except: (i) pursuant Shares or Hedge or cause the Hedge of its direct or indirect exposure to a Combination Transaction that has been approved by the Board or recommended by the Board for approval by the shareholders of Cenovus; (ii) any Common Shares except as contemplated under Section 3.3; Sections 3.2(c)(iii), 3.2(c)(iv) or (iii) as contemplated under Section 3.4; (b) complete a Transfer, or cause a Transfer to be completed, of Common Shares pursuant to a block trade where 5% or more of the then-outstanding Common Shares will be Transferred pursuant to such block trade (whether such block trade is executed at prevailing market prices through registered investment dealers in transactions on the Toronto Stock Exchange or New York Stock Exchange in accordance with the rules and policies of such exchanges or otherwise), provided, however, that the foregoing shall not apply to Transfers effected through an underwritten public offering (including pursuant to the Registration Rights Agreement) where the applicable ConocoPhillips Entity (or Affiliate thereof) which is the transferor and its Representatives does not know or have reason to believe that such Transfer would result in a violation of Section 3.2(c); or (c) Transfer or cause the Transfer, either alone or in the aggregate with its Affiliates, Other Standstill Shareholder and Other Standstill Shareholder's any other ConocoPhillips Entity or their respective Affiliates, and whether in a single transaction or a series of related transactions, any Common Shares to any one Person or Warrants that would, to the knowledge group of Shareholder related Persons (after reasonable inquiry), result in including any Affiliates of such Person, together with any ) or Persons acting jointly or in concert with concert, if such PersonTransfer (or series thereof) would result in such Person (or group of related Persons or Persons acting jointly or in concert) having been Transferred in such transaction or transactions Common Shares previously held by ConocoPhillips Entities, beneficially owningdirectly or indirectly, or controlling or directing, 20representing 5% or more of the then-outstanding Common Shares (including, for certainty, those Common Shares and Warrants proposed to be Transferred) and assuming for this purpose the full exercise of all Warrants that would; provided, after the proposed Transferhowever, be beneficially owned or controlled or directed by such Person and any Person acting jointly or in concert therewith; provided that the foregoing shall not apply to: : (i) block trades not prohibited by Section 3.2(b) (whether such block trade is executed at prevailing market prices through registered investment dealers in transactions on the Toronto Stock Exchange or New York Stock Exchange in accordance with the rules and policies of such exchanges or otherwise in accordance with Applicable Securities Laws) or other Transfers, in each case where the applicable ConocoPhillips Entity (or Affiliate thereof) which is the transferor and its Representatives does not know or have reason to believe that such Transfer would result in a violation of Section 3.2(c) and has, as a term of such transaction, required any involved registered investment dealer to not knowingly effect such a result; (ii) Transfers effected through an underwritten public offering (including an underwritten public offering undertaken pursuant to the Registration Rights Agreement); ; (iiiii) Transfers effected as a result of the consummation of a Combination Transaction transaction which has been approved by a resolution of Cenovus Shareholdersshareholders, or made to an offeror in relation to a take-over bid where the offeror pursuant to such take-over bid is proposing to acquire such Common Shares from Shareholder, Other Standstill Shareholder the ConocoPhillips Entity or both ConocoPhillips Entities in connection with an identical offer made to all holders of Common Shares (in terms of price, timing, proportion of securities sought to be acquired and conditions)) and does not acquire any such Common Shares unless the offeror also acquires a proportionate number of Common Shares actually tendered to such identical offer; or or (iiiiv) Transfers made to an Affiliate in accordance with Section 3.3. If Shareholder 3.3 hereof; provided, however, that any ConocoPhillips Entity (or any of its Affiliates or any Representative acting on behalf of Shareholder or any of its Affiliates, proposes to Transfer or cause the Transfer of an Affiliate thereof) who acquires any Common Shares or Warrants in circumstances as described in Section 3.2(b) except that the reference therein to "20%" is instead read as a reference to "10%", then Shareholder shall give Cenovus advance written notice result of any of the proposed Transfer and, if reasonably practicable, consult with Cenovus with respect to such Transfer, not less than 24 hours prior to the earlier of foregoing provisions shall: (i) entering into any agreement or binding obligation to the extent that it is already a Party to this Agreement, continue to be bound by this Agreement in respect thereof of all Common Shares beneficially owned, or over which control or direction is exercised, directly or indirectly, at any time; and (ii) effecting to the extent that, prior to such Transferacquisition, it was not a Party to this Agreement, agrees to be bound by and shallbecome a Party to this Agreement as a “ConocoPhillips Entity” (and ConocoPhillips agrees to cause such ConocoPhillips Entity (or any Affiliate) to become a party hereto) and, unless otherwise prohibited by confidentiality concurrent with the completion of such Transfer shall validly execute and deliver a joinder or similar restrictions (document in respect of which Shareholder has used its commercially reasonable efforts order to seek a waiver or consent thereof), provide Cenovus with effect the identity of the proposed transferee and the terms on which the Transfer is proposed to be completedforegoing.