Acquisition. The Acquisition shall have been consummated, or substantially simultaneously with the borrowing of the Closing Date Term Loans (as defined in the Original Credit Agreement[[Borrower:Organization]], shall be consummated, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendments, consents or waivers by Nexstar Media or Merger Sub that are materially adverse to the Initial Lenders, the Arrangers or the Co-Managers, without the prior written consent of the Arrangers (such consent not to be unreasonably withheld, delayed or conditioned[[Borrower:Organization]]; it being understood that # any reduction in the purchase price of, or consideration for, the Acquisition is not material or adverse to the interests of the Initial Lenders, the Arrangers or the Co-Managers, so long as such reduction in cash consideration shall be applied to reduce the amounts of the Group Closing Date Term Loans (as defined in the Original Credit Agreement[[Borrower:Organization]] and the Bridge Loans (as defined in the Commitment Letter[[Borrower:Organization]] on a pro rata basis and # any amendment to the definition of “Media General Material Adverse Effect” is materially adverse to the interest of the Initial Lenders, the Arrangers or the Co-Managers.