Subject to the provisions of this Agreement, the closing of the Merger (the “ Closing ”) shall take place in New York City at the offices of Wachtell, Lipton, Rosen & Katz, New York, New York on the second Business Day following the satisfaction or, to the extent permitted hereunder, waiver of the conditions set forth in  Article 9  (except for any conditions that by their nature can only be satisfied on the Closing Date, but subject to the satisfaction of such conditions or waiver by the Party entitled to waive such conditions), unless another date, time or place is agreed to in writing by Parent and the Company.