Unless this Agreement shall have been terminated pursuant to Section 9.01 , and subject to the satisfaction or waiver of the conditions set forth in ARTICLE VIII , the closing of the Merger and the other transactions contemplated hereby (the “ Closing ”) shall take place at the offices of Baker Botts L.L.P., 30 Rockefeller Plaza, New York, New York 10112 at 10:00 a.m. on a date within five (5) Business Days immediately following the date on which all of the conditions set forth in ARTICLE VIII are satisfied or waived (other than those conditions that by their terms cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions) or such other date or time as may be mutually agreed in writing by Parent and the Company (the date on which the Closing actually occurs is the “ Closing Date ”).