Further Guarantors. If, after the date of this Indenture, (a) the Company or any Subsidiary forms or acquires (i) any Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days (or such longer period as the Collateral Agent may agree in its sole discretion)) after the date of formation or acquisition cause such Subsidiary to provide a Guarantee hereunder, (ii) any Cayman Subsidiary, UK Subsidiary, Finnish Subsidiary or Irish Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days) after the date of formation or acquisition cause such Subsidiary to become a party, as applicable, to the Cayman Security Documents, the UK Security Documents, Finnish Security Documents, or Irish Security Documents, as applicable, (iii) any U.S. Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days after the date of formation or acquisition) cause such U.S. Subsidiary to become a “grantor” under the U.S. Security Agreement and party to the other U.S. Security Documents, as applicable, or (iv) any Subsidiary, other than an Excluded Entity, a Cayman Subsidiary, a UK Subsidiary, a Finnish Subsidiary, an Irish Subsidiary or a U.S. Subsidiary, then the Company will promptly upon the request of any Holder (and in any event within 60 days) after the date of formation or acquisition cause such Subsidiary to become a Guarantor and a party to any applicable Note Security Documents as are necessary to provide a Lien on all of its assets other than Excluded Property or (b) any Subsidiary of the Company that is an Excluded Entity ceases to be an Excluded Entity, then the Company will promptly (and in an in any event within 45 days or 60 days if such Subsidiary is not a U.S. Subsidiary, Finnish Subsidiary, Irish Subsidiary, UK Subsidiary or Cayman Subsidiary (or such longer period as the Collateral Agent may agree in its sole discretion)) thereafter cause such Subsidiary to comply with the requirements of this Section 4.13; provided that if any such Subsidiary is required to deliver Real Property Deliverables, the period for delivery of such Real Property Deliverables shall be ninety (90) days.
Appears in 3 contracts
Samples: Fourth Supplemental Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD), Indenture (Rockley Photonics Holdings LTD)
Further Guarantors. If, after the date of this Indenture, (a) the Company or any Subsidiary forms or acquires (i) any Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days (or such longer period as the Collateral Agent may agree in its sole discretion)) after the date of formation or acquisition cause such Subsidiary to provide a Guarantee hereunder, (ii) any Cayman Subsidiary, UK Subsidiary, Finnish Subsidiary or Irish Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days) after the date of formation or acquisition cause such Subsidiary to become a party, as applicable, to the Cayman Security Documents, the UK Security Documents, Finnish Security Documents, or Irish Security Documents, as applicable, (iii) any U.S. Subsidiary, other than an Excluded Entity, then the Company will promptly (and in any event within 45 days after the date of formation or acquisition) cause such U.S. Subsidiary to become a “grantor” under the U.S. Security Agreement and party to the other U.S. Security Documents, as applicable, or (iv) any Subsidiary, other than an Excluded Entity, a Cayman Subsidiary, a UK Subsidiary, a Finnish Subsidiary, an Irish Subsidiary or a U.S. Subsidiary, then the Company will promptly upon the request of any Holder (and in any event within 60 days) after the date of formation or acquisition cause such Subsidiary to become a Guarantor and a party to any applicable Note Security Documents as are necessary to provide a Lien on all of its assets other than Excluded Property or (b) any Subsidiary of the Company that is an Excluded Entity ceases to be an Excluded Entity, then the Company will promptly (and in an in any event within 45 days or 60 days if such Subsidiary is not a U.S. Subsidiary, Finnish Subsidiary, Irish Subsidiary, UK Subsidiary or Cayman Subsidiary (or such longer period as the Collateral Agent may agree in its sole discretion)) thereafter cause such Subsidiary to comply with the requirements of this Section 4.13; provided that if any such Subsidiary is required to deliver Real Property Deliverables, the period for delivery of such Real Property Deliverables shall be ninety (90) 90 days.
Appears in 2 contracts
Samples: Indenture (Rockley Photonics Holdings LTD), Third Supplemental Indenture (Rockley Photonics Holdings LTD)