Subject to the terms and conditions of this Agreement, the closing of the purchase and sale of the Shares by the Purchasers and the Company pursuant to this Agreement (the “ Closing ”) shall be held at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York 10004, at 10:00 a.m. New York time, as soon as reasonably practicable (which may be the date hereof) after the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to their satisfaction) are satisfied or waived, or at such other date, time and place as the Company and the Purchasers mutually agree in writing (the “ Closing Date ”).