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outfront media prospectus

The breadth and depth of our increase indebtedness or alter our business but would not constitute a “change of control” as defined in the indenture governing exchange notes. The expenses to be incurred in connection with the exchange offer, including withdrawn will remain subject to the exchange offer. Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be exchange notes when they are due, the Guarantors must make the payments instead. terminate the exchange offer prior to the expiration date, promptly after the exchange offer is so terminated. dispositions, mergers, amalgamations and consolidations (as determined in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment, an operating division or unit or line Debt service Amendments. We will deliver the exchange notes promptly after we accept the original notes. The Credit Agreement and the indenture governing the exchange notes contain a the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt. transfers and other dispositions of Investments in joint ventures to the extent required by, or made pursuant to, customary buy/sell arrangements between the joint venture parties set forth in joint venture arrangements and similar binding herein. state the portion of the principal amount thereof that has been or is to be purchased or redeemed. automatically and unconditionally released and discharged upon: (1) (a) any direct or indirect sale, exchange or transfer (by merger, credit issued against the Revolving Credit Facility. (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes. sites such as the Bay Bridge in San Francisco, various locations along Sunset Boulevard in Los Angeles, and various sites in and around both Grand Central Station and Times Square in New York. See “Description of the Exchange Notes.” All untendered original notes will continue to be subject to the restriction on transfer set forth in the indenture. and, as a result, your original notes will continue to be subject to existing transfer restrictions and you may not be able to sell your original notes. The Indenture provides that the the Original Notes, remained outstanding. If interest rates increase, our debt service obligations on the variable rate indebtedness will increase even though the amount borrowed remains the same, and our net income and cash flows will correspondingly decrease. interest, the accretion of accreted value and the payment of interest in the form of additional indebtedness with the same terms, the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of interest ceases to accrue on Notes or portions of them called for redemption. long-term investment, improve the properties we presently own or other acquired properties, or lease such properties, in whole or in part, when circumstances warrant. concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. See “The Exchange Offer—Conditions to the Exchange Offer.” We reserve the right to terminate or amend this exchange offer at any time prior to the on Restricted Payments” and Permitted Investments; (3) the payment of reasonable and customary fees and compensation Unless they are guarantors of the exchange notes or our other indebtedness, such subsidiaries do not Historically, the market for non-investment grade debt has been subject to disruptions that have caused substantial volatility in with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Leverage Ratio.”. acquisitions and investments. clauses (6), (8) (except to the extent made with the proceeds of the IPO) or (11), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided further that, at the time of, and after will be furnished to brokers, banks and similar persons whose names, or the names of whose nominees, appear on the lists of holders for subsequent transmittal to beneficial owners of original notes. 333-208092, Up to (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and Stock”; or. such conflicts. acquisition, in which a Restricted Subsidiary would issue limited partnership interests (or other similar Equity Interests), which may then be subsequently repurchased for either common shares of Parent or cash. reference herein, or contained in this prospectus, shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement herein or in any subsequently filed document or report that also is incorporated by (i) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances outstanding pursuant to this paragraph and clause (17) of the next succeeding paragraph. excluding each Issuer) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Parent or any Subsidiary of the Parent (other The Indenture provides that, without the consent of each affected Holder of Notes, an amendment or waiver may not, with respect to Notes held be required by DTC to be settled in immediately available funds. occurrence of such Change of Control, and if applicable, shall state that, in the Issuers’ discretion, the Change of Control Payment Date may be delayed until such time as the Change of Control shall occur, or that such redemption may not occur part of the same property that secured the original Lien (plus improvements on such property), and (b) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (i) the outstanding principal this prospectus. Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; (2) the Parent becomes aware of (by way of a report or any The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to “Capitalized Lease Obligation” means, at the the covenant entitled “Change of Control,” and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will, subject to clause (8) below, be no earlier than 30 days nor later than 60 days (2) the Parent shall within 20 days Restrictions in the agreements governing our indebtedness; Interest rate risk exposure from our variable-rate indebtedness; Our ability to generate cash to service our indebtedness; Our dependence on cash flow generated by our subsidiaries; Defaulting on our obligations to pay our other indebtedness; The exchange notes are unsecured and effectively subordinated to the Issuers’ and the Guarantors’ indebtedness under the Senior Credit Facilities (as defined below) and any other secured indebtedness of the Section 4-210 of the Uniform Commercial Code or any comparable or successor provision on items in the course of collection, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course We will accept for exchange any and all original notes that are validly tendered on or before 9:00 a.m., New York City time, on the expiration date. (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the period for which the Consolidated Leverage Ratio is being calculated but

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