Unless this Agreement has been terminated and the transactions contemplated hereby have been abandoned pursuant to Article VIII , the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place through the electronic exchange of signature pages on the Business Day after all of the conditions to the Closing set forth in Article VII (other than those that by their terms are to be satisfied at the Closing) are satisfied or waived, or such other date, time and place agreed upon by Seller and Buyer, and the Closing will be effective at 12:01 a.m. Pacific time on such date (the “ Closing Date ”).