The closing of any such issuance or sale to a holder of Convertible Preferred Stock shall take place as proposed by Holdings with respect to the New Holdings Securities to be issued or sold no earlier than twenty (20) days after the Holdings receives notice of the exercise of the Participation Right but no later than sixty (60) days after the issuance of the New Holdings Securities with respect to which such Participation Right was exercised, at which closing Holdings shall deliver certificates for the New Holdings Securities (if evidenced by certificates) in the name of such holder of Convertible Preferred Stock, against receipt of the consideration therefor.  If the consideration for the New Holdings Securities is other than cash, the applicable holder of Convertible Preferred Stock shall be entitled to deliver cash in lieu thereof in an amount equal to the fair market value of such non-cash consideration.