Closing. The closing (the “Closing”) of the purchase of the Common Shares by the Buyers shall occur at the offices of [[Address B:Address]]. The date and time of the Closing (the “Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day (as defined below) on which the conditions to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the Company and each Buyer). As used herein “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York generally are open for use by customers on such day.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $10,000,000 of Shares and Warrants; provided, however, that, to the extent that a Purchaser determines, in its sole discretion, that such Purchaser (together with such Purchaser’s Affiliates, and any Person acting as a group together with such purchaser or any of such Purchaser’s Affiliates) would beneficially own in excess of the Beneficial Ownership Limitation, or as such Purchaser may otherwise choose, in lieu of purchasing Shares such Purchaser may elect to purchase Series B Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by such Purchaser to the Company. The “Beneficial Ownership Limitation” shall be 4.99% (or, at the election of the Purchaser at Closing, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of the Securities on the Closing Date. Each Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser shall be made available for “Delivery Versus Payment” (“DVP”) settlement with the Company or its designees. The Company shall deliver to each Purchaser its respective Shares and a Warrant as determined pursuant to Section 2.2(a), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [Sections 2.2 and 2.3], the Closing shall occur at the offices of the Placement Agent or such other location as the parties shall mutually agree. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via DVP (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company). Notwithstanding the foregoing, with respect to any Notice(s) of Exercise (as defined in the Warrants) delivered on or prior to 4:00 p.m. (New York City time) on the Trading Day prior to the Closing Date, which may be delivered at any time after the time of execution of the this Agreement, the Company agrees to deliver the Warrant Shares subject to such notice(s) by 4:00 p.m. (New York City time) on the Closing Date and the Closing Date shall be the Warrant Share Delivery Date (as defined in the Warrants) for purposes hereunder, provided that payment of the aggregate Exercise Price (as defined in the Warrants) (other than in the case of a cashless exercise) is received by such Warrant Share Delivery Date.

Closing. Upon the terms and subject to the conditions set forth in this Agreement, the closing of the transaction contemplated by this Agreement (the “Closing”) shall take place at the offices of Morris, Nichols, Arsht & Tunnell LLP, or at such other place as the parties mutually agree upon, on such day and at such time as may be mutually agreed upon by the parties (the “Closing Date”), it being understood that Closing shall occur within thirty (30) days of the parties receiving approval from the Delaware Public Service Commission (“DPSC”) to consummate the transaction contemplated hereby.

Closing. The closing of the Exchange (the “Closing”) shall take place by facsimile, electronic imagine or similar service, at 10:00 a.m. Central Time on January 22, 2018, or on such other date or at such other time or place as the Parties agree in writing.

Closing. The “Closing” of the transactions undertaken herein will take place immediately following the execution of this Agreement.

Closing. The closing (the “Closing”) of the transactions contemplated by this Agreement shall take place at the offices of the Company or electronically, commencing upon the satisfaction or waiver of all conditions and obligations of the parties to consummate the transactions contemplated hereby (other than conditions and obligations with respect to the actions that the respective parties will take at Closing) or such other date and time as the parties may mutually determine (the “Closing Date”).

Closing. Upon the terms and subject to the conditions hereof, the consummation of the transaction contemplated by this Agreement (the “Closing”) shall take place via electronic and overnight deliveries, or as the parties mutually agree, on the fifth business day after the date on which all conditions to the Closing set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing but subject to the fulfillment or waiver of those conditions) have been satisfied or waived, or at such other time and place as the parties agree; provided, however, that the Closing shall not occur any later than June 30, 2019 (the “Outside Closing Date”). The date upon which the Closing occurs is herein referred to as the “Closing Date”.

Closing. Subject to the satisfaction or waiver of the conditions set forth in ARTICLE VI, the consummation of the transactions contemplated by this Agreement (the “Closing”) will take place at the offices of Duane Morris LLP, 1540 Avenue of the Americas, New York, NY 10032, on the third (3rd) Business Day after all the Closing conditions to this Agreement have been satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time) at 4:00 pm (New York City time) or at such other date, time or place as Buyer, the Company and the Sellers’ Representative may agree. By mutual agreement of the parties the Closing may take place by conference call and facsimile (or other electronic transmission of signature pages) with exchange of original signatures by overnight mail or guaranteed delivery. The date on which the Closing actually occurs will be referred to as the “Closing Date”. The Parties agree that to the extent permitted by applicable Law and GAAP, the Closing will be deemed effective as of 12:01 a.m. (New York City time) on the Closing Date.

Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, Preferred Shares in the aggregate principal amount of One Hundred Fifty Thousand Dollars ($150,000). The Purchaser shall deliver to the Company, via wire transfer or a certified check, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its Preferred Shares, and the Company and each Purchaser shall deliver the other items set forth in Section 2.2 deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in [Sections 2.2 and 2.3], the Closing shall occur at the offices of Company Counsel in Salt Lake City, UT, such other location as the parties shall mutually agree or by the electronic exchange of documents.

Closing. The consummation of the sale and purchase of the Purchased Interests (the “Closing”) shall take place (by electronic exchange of the documents to be delivered at the Closing) on # the fifth Business Day following FCC Consent pursuant to the FCC’s initial order, subject to the satisfaction or waiver of all conditions to the obligations of the Parties to consummate the transactions contemplated by this Agreement as set forth in Article 6 and Article 7 (other than conditions that, by their nature, are to be satisfied at Closing, but subject to the satisfaction or waiver of such conditions at Closing) or # such other date or time mutually agreed to in writing by Sinclair and Emmis. The date on which the Closing is to occur is referred to herein as the “Closing Date.” For all purposes, the Closing will be deemed to have occurred at 12:01 a.m. (Austin, Texas time) on the Closing Date.