On the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Latham & W atkins LLP, 355 South Grand Avenue, Los Angeles, California, at 5:00 a.m. Los Angeles time on the date of this Agreement and substantially simultaneously with the occurrence of the Merger Closing, subject to the satisfaction or waiver of all of the conditi ons set forth in Article V , or such other time and place as the Company the Holders may agree in writing. The date on which the Closing is to occur is referred to herein as the “ Closing Date ”.  Immediately after the Closing, the Company shall cancel the Preferred Shares.