a) Acute Services Agreement means the Acute Services Agreement, dated as of January 1, 2024, by and among Providence
St. Joseph Health, a Washington nonprofit corporation, Western HealthConnect, Washington nonprofit corporation, and Acclara Solutions, LLC, a Texas limited liability company.
b) Affiliate shall mean, as to any Person, any other Person that, directly or indirectly, controls, or is controlled by, or
is under common control with, such Person. For this purpose, control (including, with its correlative meanings, controlled by and under common control with) shall mean the possession, directly or indirectly, of
the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise.
c) Board shall mean the Board of Directors of the Company.
d) Bylaws means the Companys Amended and Restated Bylaws.
e) Common Stock means the Companys common stock, par value $0.01 per share.
f) CoyCo Consent shall mean the approval required pursuant to the CoyCo Investor Rights Agreement (defined below).
g) CoyCo Investor Rights Agreement shall mean that certain Investor Rights Agreement, dated as of June 21, 2022, by
and among the Company, Coyco 1, L.P., Coyco 2, L.P., and New Mountain Partners V (AIV-D), LP, as amended, modified or restated from time to time.
h) Exchange Act shall mean the U.S. Securities Exchange Act of 1934, and the rules and regulations promulgated by the
Securities and Exchange Commission thereunder.
i) Governmental Authority shall mean any foreign governmental
authority, the United States of America, any state of the United States and any political subdivision of any of the foregoing, and any agency, instrumentality, department, commission, board, bureau, central bank, authority, court or other tribunal,
in each case whether executive, legislative, judicial, regulatory or administrative.
j) Person shall mean an
individual, corporation, limited liability company, partnership, association, trust, unincorporated organization, joint venture, other entity or group (as defined in the Exchange Act), including a Governmental Authority.
k) Physician Agreements means (i) the Omnibus Physician Agreement, dated as of January 17, 2024, by and among
(x) Providence Medical Institute, Facey Medical Foundation, and Providence Saint Johns Medical Foundation, Providence Health & Services, St. Joseph Heritage Healthcare, Inc., and Providence St. Joseph Health, on the one hand, and
(y) Acclara Solutions, LLC, MediRevv, LLC, and Medical Specialties Managers, Inc., on the other hand; and (ii) the Physician Agreements as defined in such Omnibus Physician Agreement.
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