Common use of Delay in Filing; Suspension of Registration Clause in Contracts

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the general counsel of Outdoor Americas require the disclosure of material non-public information that Outdoor Americas has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by Outdoor Americas or any of its subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization, securities offering or other material transaction, Outdoor Americas may, upon giving prompt written notice of such action to the Holders, postpone the filing or effectiveness of such registration (a “Registration Suspension”) for a period not to exceed ninety (90) days; provided, however, that Outdoor Americas may exercise a Registration Suspension no more than two (2) times in any 12-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that Outdoor Americas determines in good faith to be reasonably necessary. Outdoor Americas shall (i) immediately notify the Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any misstatement of a material fact, or an omission of a material fact necessary to make a statement not materially misleading, therein, and (iii) furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The effectiveness period for any Demand Registration for which Outdoor Americas has exercised a Registration Suspension shall be increased on a day-by-day basis by the period of time such Registration Suspension is in effect.

Delay in Filing; Suspension of Registration. If the filing, initial effectiveness or continued use of a Registration Statement would, as reasonably determined in good faith by the general counsel of Outdoor Americas Radio require the disclosure of material non-public information that Outdoor Americas Radio has a bona fide business purpose to keep confidential and the disclosure of which would have a material adverse effect on any active proposal by Outdoor Americas Radio or any of its subsidiaries to engage in any material acquisition, merger, consolidation, tender offer, other business combination, reorganization, securities offering or other material transaction, Outdoor Americas Radio may, upon giving prompt written notice of such action to the Holders, postpone the filing or effectiveness of such registration (a “Registration Suspension”) for a period not to exceed ninety (90) days; provided, however, that Outdoor Americas Radio may exercise a Registration Suspension no more than two (2) times in any 12-month period. Notwithstanding the foregoing, no such delay shall exceed such number of days that Outdoor Americas Radio determines in good faith to be reasonably necessary. Outdoor Americas Radio shall (i) immediately notify the Holders upon the termination of any Registration Suspension, (ii) amend or supplement the Prospectus, if necessary, so it does not contain any misstatement of a material fact, or an omission of a material fact necessary to make a statement not materially misleading, therein, and (iii) furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request. The effectiveness period for any Demand Registration for which Outdoor Americas Radio has exercised a Registration Suspension shall be increased on a day-by-day basis by the period of time such Registration Suspension is in effect.