If the consideration proposed in the Proposed Transfer Notice to be paid for the 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 the Corporation’s Board of Directors. If DTV Holding cannot for any reason pay for the Shares in the same form of non-cash consideration, DTV Holding may pay the cash value equivalent thereof, as determined in good faith by the Board of Directors and as set forth in the Notice. The closing of the purchase of Shares by DTV Holding shall take place, and all payments from DTV Holding shall have been delivered to the Selling Stockholder, by the date specified in the Proposed Transfer Notice as the intended date of the Proposed Stockholder Transfer.