If the consideration proposed to be paid for the ROFR Shares is in property, services or other non-cash consideration, the fair market value of the consideration shall be as determined in good faith by Parent’s Board of Directors and as set forth in the Parent Notice.  If Parent cannot for any reason pay for the ROFR Shares in the same form of non-cash consideration, Parent may pay the cash value equivalent thereof, as determined in good faith by the Parent’s Board of Directors and as set forth in the Parent Notice.  The closing of the purchase of ROFR Shares by the Company shall take place, and all payments from Parent shall have been delivered to the selling Holder, by (a) the date that is fifteen (15) days after delivery of the Parent Notice if the consideration to be paid for the ROFR Shares is less than or equal to fifty million dollars ($50,000,000), and (b) the date that is forty five (45) days after delivery of the Parent Notice if the consideration to be paid for the ROFR Shares is greater than fifty million dollars ($50,000,000).  For the avoidance of doubt, the value of the consideration to be paid for the ROFR Shares for the purposes of clauses (a) and (b) of the preceding sentence shall be the value of the consideration to be paid by Parent for the ROFR Shares as specified in the Parent Notice and determined in accordance with this Section 3.3 .