Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Shares contemplated hereby (the “ Closing ”) shall occur on the earliest practicable business day after all of the conditions set forth in Article IV are either satisfied or waived (other than conditions which, by their nature, are to be satisfied on the Closing Date), or at such other time and dates as the parties may mutually agree upon in writing. The Closing shall take place by delivery of documents required to be delivered hereby by e-mail, facsimile or other electronic transmission.