definiens: of any Person means any other Person that directly or indirectly, through one ormore intermediaries, controls, is controlled by, or is under common control with, such first Person ; ( b ) means any event, change, circumstance, occurrence oreffect that, individually or in the aggregate, has had, would, or would reasonably be expected to, have a materialadverse effect on ( A ) the ability of Beta to consummate the transactions contemplated by this Agreement or ( B ) thebusiness, financial condition or results of operations of Beta and its Subsidiaries, taken as a whole, other than, in thecase of clause ( B ), any change, effect, event or occurrence arising out of, attributable to or resulting from, alone or incombination, ( 1 ) changes in general economic, financial market, business conditions, ( 2 ) general changes ordevelopments in any of the industries in which Beta or its Subsidiaries operate, ( 3 ) any actions required under thisAgreement to obtain any approval or authorization under applicable antitrust or competition Laws for theconsummation of the Mergers or any of the other transactions contemplated hereby, ( 4 ) changes in any applicableLaws or applicable accounting regulations or principles or interpretations thereof first proposed after the date hereof,(5 ) any change in the price or trading volume of Beta ’s stock, in and of itself ( provided, that the facts or occurrencesgiving rise to or contributing to such change that are not otherwise excluded from the definition of may be taken into account in determining whether there has been a Beta Material Adverse Effect),(6 ) any failure by Beta to meet internal or published projections, forecasts or revenue or earnings predictions, in and ofitself ( provided, that the facts or occurrences giving rise to or contributing to such failure that are not otherwiseexcluded from the definition of may be taken into account in determining whether therehas been a Beta Material Adverse Effect ), ( 7 ) any outbreak or escalation of hostilities, any acts of war or terrorism,(8 ) the announcement of this Agreement and the transactions contemplated hereby, including the initiation of litigationby any Person with respect to this Agreement, ( 9 ) any action taken by Beta, or which Beta causes to be taken by anyof its Subsidiaries, in each case which is required by this Agreement or ( 10 ) any actions taken ( or omitted to be taken)at the request of Omega ( except in the case of each of clauses ( 1 ), ( 2 ), ( 4 ) or ( 7 ), above, to the extent that suchevent, change, circumstance, occurrence or effect has had a disproportionate adverse effect on Beta and itsSubsidiaries relative to other companies operating in the industry in which Beta and its Subsidiaries operate ) ; 75 ( c ) means the issuances of shares of Beta Common Stock pursuant toSection 2.1 and Section 2.3 ; ( d ) means the Beta Amended and Restated 2008 Equity Incentive Plan, asamended, and the Beta 2018 Equity Incentive Plan ; ( e ) means any day other than a Saturday, a Sunday or a day on which banks inNew York, New York or Chicago, Illinois are authorized or required by applicable Law to be closed ; ( f ) means, with respect to any Person, the transfer ( whether by tenderoffer, merger, stock purchase, consolidation or other similar transaction ), in one transaction or a series of relatedtransactions, to another Person or group of affiliated Persons of the first Person ’s voting securities if, after suchtransfer, such Person or group of affiliated Persons would hold more than 50 % of outstanding voting securities of thefirst Person ( or surviving entity ) or would otherwise have the power to control the board of directors or equivalentgoverning body of the first Person or to direct the operations of the first Person ; ( g ) ( including the terms and ) means the possession, directly or indirectly, of the power to direct or cause the direction of the management andpolicies of a Person, whether through the ownership of voting securities, by contract or otherwise ; ( h ) means all of the following, in each case to the extent relatingto the conduct of the business of, with respect to Beta, Beta and its Subsidiaries, and with respect to Omega, Omegaand its Subsidiaries, any System, or any matters relating to data privacy, protection, or security ( except with respectto healthcare matters ): ( i ) with respect to Beta, Beta ’s and its Subsidiaries ’, and with respect to Omega, Omega ’s andits Subsidiaries ’, own respective rules, policies, and procedures ; ( ii ) industry standards applicable to the industries inwhich, with respect to Beta, Beta and its Subsidiaries, and with respect to Omega, Omega and its Subsidiaries, operates ; and ( iii ) Contracts to which, with respect to Beta, Beta and its Subsidiaries, and with respect to Omega, Omega and its Subsidiaries, is bound ; ( i ) means the Persons that have committed to provide or arrange orotherwise entered into agreements in connection with the Debt Financing, or other financings in connection with thetransactions contemplated hereby, including the parties party to the Debt Commitment Letters, and the parties to anycommitment letters, engagement letters, joinder agreements, indentures, note purchase agreements or creditagreements entered pursuant thereto or relating thereto, together with their respective Affiliates and their and theirrespective Affiliates ’ former, current and future officers, directors, employees, agents and representatives and theirrespective successors and assigns ; ( j ) means the Medicare and Medicaid Programs, theCHAMPUS Program, the TRICARE Program, and any other federal or state reimbursement program involvingpayment of governmental funds ( as defined in 42 U.S.C. § 1320a 7b(f ) ) ; provided, however, that Government PaymentPrograms shall not include any Qualified Health Plan under the Affordable Care Act ; 76 ( k ) means all federal, state, and local Laws relating to the regulation, compounding, provision or administration of, or payment for the distribution, dispensing and possession of drugs andthe provision of other healthcare products or services, including, but not limited to ( i ) the federal Anti - Kickback Statute(42 U.S.C. § 1320a-7(b ) ), the Stark Law ( 42 U.S.C. § 1395nn and § 1395(q ) ), the civil False Claims Act ( 31 U.S.C