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.

Acquisition. Each of the 2018 Gores Transactions (that are to be consummated on or prior to the Closing Date (as defined in the Gores 2018 Acquisition Agreement) shall be consummated in accordance with the 2018 Gores Acquisition Agreement without amendment or other modification thereof (or waiver of, or granting of any consent under, any provision thereof), in each case in a manner that is materially adverse to the 2018 Additional Term Loan Lenders.

“Acquisition”. Acquisition means, with respect to a Party, a merger, acquisition (whether of all of the stock or all or substantially all of the assets of a Person or any operating or business division of a Person) or similar transaction by or with the Party, other than a Change in Control of the Party.

Acquisition. The Acquisition shall be consummated pursuant to the Acquisition Agreement without giving effect to any modifications, consents, amendments or waivers thereto that are materially adverse to the Lenders unless consented to by the Lead Arrangers (such consent not to be unreasonably withheld, conditioned or delayed); it being understood that # any change in the purchase price made in accordance with the provisions of the Acquisition Agreement (as in effect on November 6, 2018) will not be deemed materially adverse to the Lenders, # any other decrease in the purchase price # that is less than or equal to 10.0% will not be deemed materially adverse to the Lenders and # otherwise will not be deemed materially adverse to the Lenders so long as any such reduction is applied to reduce the Initial Term Loan Commitments, and # any substantive modification, consent, amendment or waiver of the definition of “Material Adverse Effect” shall be deemed materially adverse to the Lenders and the Lead Arrangers.

“Acquisition”. For the purpose of this Warrant, “Acquisition” means # any sale, license, or other disposition of all or substantially all of the assets of the Company, or # any reorganization, consolidation, merger or other business combination (either in one transaction or a series of related transactions) with another person or group of persons whereby such other person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other person or other persons making or party to, or associated or affiliated with the other persons making or party to, such stock or share purchase agreement or other business combination).

Acquisition Transactions. The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): # the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or # its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

Acquisition Transactions. In case of any Acquisition Transaction or reclassification of Common Stock (other than a reclassification of Common Stock subject to adjustment pursuant to Section 12(i)), notwithstanding anything to the contrary contained herein, # the Company shall notify the Warrantholder in writing of such Acquisition Transaction or reclassification as promptly as practicable (but in no event later than ten (10) Business Days prior to the effectiveness thereof), # the Warrant Shares shall immediately vest fully and become non-forfeitable, and subject to clause (c) below, become immediately exercisable upon consummation of such Acquisition Transaction or reclassification, and # solely in the event of an Acquisition Transaction that is a Business Combination or a reclassification, the Warrantholder’s right to receive Warrant Shares upon exercise of this Warrant shall be converted, effective upon the occurrence of such Business Combination or reclassification, into the right to exercise this Warrant to acquire the number of shares of stock or other securities or property (including cash) that the shares of Common Stock issuable (at the time of such Business Combination or reclassification) upon exercise of this Warrant immediately prior to such Business Combination or reclassification would have been entitled to receive upon consummation of such Business Combination or reclassification. In determining the kind and amount of stock, securities, or the property receivable upon exercise of this Warrant upon and following adjustment pursuant to this paragraph, if the holders of Common Stock have the right to elect the kind or amount of consideration receivable upon consummation of such Business Combination, then the Warrantholder shall have the right to make the same election upon exercise of this Warrant with respect to the number of shares of stock or other securities or property which the Warrantholder shall receive upon exercise of this Warrant. The Company, or the Person or Persons formed by the applicable Business Combination or reclassification, or that acquire(s) the applicable shares of Common Stock, as the case may be, shall make lawful provisions to establish such rights and to provide for such adjustments that, for events from and after such Business Combination or reclassification, shall be as nearly equivalent as possible to the rights and adjustments provided for herein, and the Company shall not be a party to or permit any such Business Combination or reclassification to occur unless such provisions are made as a part of the terms thereof.

Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: # the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; # any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or # any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

Acquisition. For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: # the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company; # any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or # any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

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.