Common use of Consideration; Closing Clause in Contracts

Consideration; Closing. If the consideration proposed to be paid for the India Shares in the Proposed Transfer 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 majority of the Corporation’s board of directors who are not also Shareholders or agents or affiliates of Shareholders and as set forth in the ROFR Exercise Notice. If either ROFR Holder cannot for any reason pay for the India Shares in the same form of non-cash consideration, such ROFR Holder may pay the fair market value thereof, as determined in good faith by the board of directors of the Corporation and as set forth in the ROFR Exercise Notice, provided that the consideration shall in each case comply with the RBI Pricing Guidelines at the time of the purchase of the India Shares by the ROFR Holders in accordance with this Section 3.5. Subject to Section 3.4(f), the closing of the purchase of India Shares by the ROFR Holders shall take place, and all payments from the ROFR Holders shall have been delivered to the selling Shareholder or Shareholders, by the later of (i) the date specified in the Proposed Transfer Notice as the intended date of the Proposed Transfer and (ii) forty-five (45) days after delivery of the Proposed Transfer Notice.