Material Adverse Effect Uses in Absence of Certain Changes Clause

Absence of Certain Changes from Business Combination Agreement

This BUSINESS COMBINATION AGREEMENT (this Agreement), dated as of June 14, 2016, is by and among FMC Technologies, Inc., a Delaware corporation (FMCTI), FMC Technologies SIS Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of FMCTI (Topco), and Technip S.A., a French societe anonyme (Technip).

Absence of Certain Changes. Except for the Preliminary Transactions and except as disclosed in the most recent audited FMCTI Financial Statements (in the case of FMCTI) or the most recent audited Technip Financial Statements (in the case of Technip), since December 31, 2015 through the date of the MOU, (a) there has not been any Effect that, individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect on such party and (b) there has not been any action taken by FMCTI or Technip or any of their respective Subsidiaries that, if taken during the period between the date of the MOU through the FMCTI Effective Time, would constitute a breach of Section 5.1.

Absence of Certain Changes from Business Combination Agreement

This BUSINESS COMBINATION AGREEMENT (this Agreement), dated as of [], 2016, is by and among FMC Technologies, Inc., a Delaware corporation (FMCTI), FMC Technologies SIS Limited, a private limited company incorporated under the laws of England and Wales and a wholly owned subsidiary of FMCTI (Topco), and Technip S.A., a French societe anonyme (Technip).

Absence of Certain Changes. Except for the Preliminary Transactions and except as disclosed in the most recent audited FMCTI Financial Statements (in the case of FMCTI) or the most recent audited Technip Financial Statements (in the case of Technip), since December 31, 2015 through the date of the MOU, (a) there has not been any Effect that, individually or in the aggregate, has had or is reasonably expected to have a Material Adverse Effect on such party and (b) there has not been any action taken by FMCTI or Technip or any of their respective Subsidiaries that, if taken during the period between the date of the MOU through the FMCTI Effective Time, would constitute a breach of Section 5.1.

Absence of Certain Changes from Agreement and Plan of Merger

Article 1 DEFINITION 1 Article 2 THE MERGER 2 2.1 The Merger 2 2.2 Closing 2 2.3 Effective Time 2 2.4 Effect of the Merger 2 2.5 Directors and Officers 2 2.6 Organizational Documents 3 2.7 Actions at the Closing 3 2.8 Additional Action 3 2.9 Merger Consideration 4 2.10 Earn-Out Payment. 4 2.11 Other Payments. 6 2.12 Contingent Payment Provisions. 8 2.13 Effect of the Merger on the Capital Stock and Convertible Securities of the Constituent Corporations 9 2.14 Payment for and Exchange of Securities. 12 2.15 Appraisal Rights 13 2.16 Adjustment Before and After the Closing 14 2.17 Escrow Arrangements; Representative Expense Fund. 16 2.18 Representative. 18 2.19 Withholding Obligations 21 Article 3 REPRESENTATIONS AND WARRANTIES OF THE COMPANY 21 3.1 Organ

Absence of Certain Changes. Except as set forth in Section 3.7 of the Disclosure Schedule, since the Base Balance Sheet Date:

Absence of Certain Changes from Share Purchase Agreement

THIS SHARE PURCHASE AGREEMENT, dated as of January 19, 2016 is made and entered into by and among EXAMWORKS, INC., a Delaware corporation (the "Purchaser"), ADVANCED MEDICAL REVIEWS, INC., a California corporation (the "Company"), and EYTAN ALPERN, MD and BARAK MEVORAK, MD, being both of the shareholders of the Company (each, a "Shareholder" and together, the "Shareholders").

Absence of Certain Changes. Since the date of the Reference Balance Sheet, there has not been (a) any Material Adverse Effect, (b) any damage, destruction, loss or casualty to property or assets of the Company with a value in excess of Twenty-Five Thousand Dollars ($25,000), whether or not covered by insurance, (c) any sale, transfer or disposition of any properties or assets of the Company other than in the ordinary course of business, or (d) any other action taken by the Company other than in the ordinary course of business consistent with past practices.

Absence of Certain Changes from Share Exchange Agreement

This Share Exchange Agreement (this "Agreement") is made and entered into as of January 11, 2016 by and among (i) DT Asia Investments Limited, a business company incorporated in the British Virgin Islands with limited liability (the "Purchaser"), (ii) DeTiger Holdings Limited, a business company incorporated in the British Virgin Islands with limited liability, in the capacity as the representative from and after the Closing (as defined below) for the shareholders of the Purchaser as of immediately prior to the Closing in accordance with the terms and conditions of this Agreement (the "DT Representative"), (iii) Adrie Global Holdings Limited, a business company incorporated in the British Virgin Islands with limited liability (the "Company"), (iv) each of the shareholders of the Company named on Annex I hereto (collectively, the "Sellers") and (v) Li Jingping, an individual residing in the Xinjiang Province in the People's Republic of China, in the capacity as the representative for th

Absence of Certain Changes. As of the date of this Agreement, except as set forth in Schedule 4.7, the Purchaser has, (a) since its formation, conducted no business other than its formation, the public offering of its securities (and the related private offerings), public reporting and its search for an initial Business Combination as described in the IPO Prospectus (including the investigation of the Target Companies and the negotiation and execution of this Agreement) and related activities and (b) since March 31, 2015, not been subject to a Material Adverse Effect.

Absence of Certain Changes from Investment Agreement

INVESTMENT AGREEMENT, dated as of November 11, 2015 (this Agreement), by and between NCR CORPORATION, a Maryland corporation (the Company), the purchasers set forth on the signature pages affixed hereto under the heading BTO Purchasers (together with their successors, each a BTO Purchaser and collectively, the BTO Purchasers), Blackstone Capital Partners VI, L.P., a Delaware limited partnership (BCP VI) and Blackstone Family Investment Partnership VI - ESC L.P., a Delaware partnership (together with its successors, BFIP VI and together with BCP VI, BCP VI Purchaser and together with the BTO Purchasers, the Purchasers and each, a Purchaser) and, solely for purposes of Section 8.14 and in its capacity as the BTO Representative, Blackstone Tactical Opportunities Associates L.L.C. (BTO Representative).

Absence of Certain Changes. Since January 1, 2015 through the date of this Agreement (a) except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto and any transaction of the type contemplated by this Agreement or other extraordinary transaction, the business of the Company and its Subsidiaries has been carried on and conducted in all material respects in the ordinary course of business and (b) there has not been any Material Adverse Effect or any event, change or occurrence that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since September 30, 2015 through the date of this Agreement, the Company has not taken any actions which, had such actions been taken after the date of this Agreement, would have required the written consent of the Purchasers pursuant to Section 5.01.

Absence of Certain Changes from Investment Agreement

INVESTMENT AGREEMENT, dated as of November 11, 2015 (this Agreement), by and between NCR CORPORATION, a Maryland corporation (the Company), the purchasers set forth on the signature pages affixed hereto under the heading BTO Purchasers (together with their successors, each a BTO Purchaser and collectively, the BTO Purchasers), Blackstone Capital Partners VI, L.P., a Delaware limited partnership (BCP VI) and Blackstone Family Investment Partnership VI - ESC L.P., a Delaware partnership (together with its successors, BFIP VI and together with BCP VI, BCP VI Purchaser and together with the BTO Purchasers, the Purchasers and each, a Purchaser) and, solely for purposes of Section 8.14 and in its capacity as the BTO Representative, Blackstone Tactical Opportunities Associates L.L.C. (BTO Representative).

Absence of Certain Changes. Since January 1, 2015 through the date of this Agreement (a) except for the execution and performance of this Agreement and the discussions, negotiations and transactions related thereto and any transaction of the type contemplated by this Agreement or other extraordinary transaction, the business of the Company and its Subsidiaries has been carried on and conducted in all material respects in the ordinary course of business and (b) there has not been any Material Adverse Effect or any event, change or occurrence that would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Since September 30, 2015 through the date of this Agreement, the Company has not taken any actions which, had such actions been taken after the date of this Agreement, would have required the written consent of the Purchasers pursuant to Section 5.01.

Absence of Certain Changes from Agreement for Purchase and Sale

THIS AGREEMENT FOR PURCHASE AND SALE OF PARTNERSHIP INTEREST (this "Agreement"), is executed as of this 5th day of November, 2015, by and between TCPL PORTLAND INC., a Delaware corporation ("Seller") and TC PIPELINES INTERMEDIATE LIMITED PARTNERSHIP, a Delaware limited partnership ("Buyer"). Seller and Buyer are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

Absence of Certain Changes. Except as set forth on Schedule 2.07, since September 30, 2015 and the date hereof: (a) PNGTS has not incurred any liabilities or obligations, fixed, contingent, accrued or otherwise that are of the type that are required to be set forth on a balance sheet prepared in accordance with GAAP (except for liabilities and obligations incurred in the ordinary course of business, which are not Material); (b) PNGTS has conducted the Business, in all Material respects, in the ordinary course; and (c) no event, occurrence or other matter has occurred that would reasonably be expected to have a Material Adverse Effect.

Absence of Certain Changes from Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August 17, 2015, by and among Celsus Therapeutics Plc, a company incorporated in England and Wales (registered number 05252842) (the "Company"), with a registered office at 42-50 Hersham Road, Walton-on-Thames, Surrey, KT12 1RZ and corporate office located at 24 West 40th Street, 8th Floor, New York, New York, 10018, and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Absence of Certain Changes. Except as disclosed in any SEC Documents that were filed with the SEC prior to the date of this Agreement, since January 1, 2014, there has been no Material Adverse Effect and no circumstances exist that could reasonably be expected to be, cause or have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has taken any steps, and the Company currently does not expect to take any steps, to seek protection pursuant to any bankruptcy law nor, to the Company's Knowledge, do any creditors of the Company or any of the Subsidiaries intend to initiate involuntary bankruptcy proceedings nor, to the Company's Knowledge, is there any fact that would reasonably lead a creditor to do so. The Company and the Subsidiaries are not as of the date this representation is made, nor after giving effect to the transactions contemplated hereby and by the Share Exchange Agreement (including any issuance of Purchased ADSs and the Purchased Ordinary Shares on the applicable Closing Date) will they be, Insolvent (as defined below). For purposes of this Section 3.h, "Insolvent" means (i) the present fair saleable value of the assets of the Company and the Subsidiaries is less than the amount required to pay the Company's and the Subsidiaries' total indebtedness, contingent or otherwise, (ii) the Company and the Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company or the Subsidiaries intend to incur, prior to the second anniversary of the date this representation is made, or believes that such Person or Persons will incur, prior to the second anniversary of the date this representation is made, debts that would be beyond its or their ability to pay as such debts mature or (iv) the Company and the Subsidiaries have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

Absence of Certain Changes from Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of August 17, 2015, by and among Celsus Therapeutics Plc, a company incorporated in England and Wales (registered number 05252842) (the "Company"), with a registered office at 42-50 Hersham Road, Walton-on-Thames, Surrey, KT12 1RZ and corporate office located at 24 West 40th Street, 8th Floor, New York, New York, 10018, and the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").

Absence of Certain Changes. Except as disclosed in any SEC Documents that were filed with the SEC prior to the date of this Agreement, since January 1, 2014, there has been no Material Adverse Effect and no circumstances exist that could reasonably be expected to be, cause or have a Material Adverse Effect. Neither the Company nor any of the Subsidiaries has taken any steps, and the Company currently does not expect to take any steps, to seek protection pursuant to any bankruptcy law nor, to the Company's Knowledge, do any creditors of the Company or any of the Subsidiaries intend to initiate involuntary bankruptcy proceedings nor, to the Company's Knowledge, is there any fact that would reasonably lead a creditor to do so. The Company and the Subsidiaries are not as of the date this representation is made, nor after giving effect to the transactions contemplated hereby and by the Share Exchange Agreement (including any issuance of Purchased ADSs and the Purchased Ordinary Shares on the applicable Closing Date) will they be, Insolvent (as defined below). For purposes of this Section 3.h, "Insolvent" means (i) the present fair saleable value of the assets of the Company and the Subsidiaries is less than the amount required to pay the Company's and the Subsidiaries' total indebtedness, contingent or otherwise, (ii) the Company and the Subsidiaries are unable to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured, (iii) the Company or the Subsidiaries intend to incur, prior to the second anniversary of the date this representation is made, or believes that such Person or Persons will incur, prior to the second anniversary of the date this representation is made, debts that would be beyond its or their ability to pay as such debts mature or (iv) the Company and the Subsidiaries have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.