The closing of the Merger (the “ Closing ”) shall be held at the offices of Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, MA 02199, at 10:00 a.m. on the date as soon as practicable, and, subject to Section 3.1, in any event not later than three (3) Business Days, following the last to occur of (i) delivery by Buyer of the Exercise Notice (which Exercise Notice has not been withdrawn by Buyer) and (ii) satisfaction (except to the extent waived in accordance with ARTICLE 4) of all actions (other than those that by their terms are to be satisfied or taken, or waived, at the Closing, but subject to their satisfaction and taking, or waiving, at Closing) as set forth in ARTICLE 4.