Common use of Calculation of Consideration Received Clause in Contracts

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be the amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration. If any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the fair value of any consideration other than cash shall be determined in good faith by the mutual agreement of the Board of Directors and the Requisite Warrant Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Purchase Rights or Convertible Securities are issued, granted issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall will be the amount received by the Corporation therefor before Company therefor, after deduction of commissions, all underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or sale. In case any Common Stock, Options Purchase Rights or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Corporation Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the average of the last sale prices thereof on the principal market for such securities during the period of ten Trading Days immediately preceding the date of receipt. If In case any Common Stock, Options Purchase Rights or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, the amount of consideration therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity which corporation as is attributable to such Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. Except as set forth belowThe independent members of the Company's Board of Directors shall calculate reasonably and in good faith, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or securities; provided, however, that if the Holder does not agree to such fair market value calculation within three business days after receipt thereof from the Company, then such fair market value shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the mutual agreement of the Board of Directors Holder and the Requisite Warrant Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually reasonably acceptable to the Corporation and such holders. The determination Company, with the costs of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased appraisal to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement borne by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the WarrantsCompany.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Option or Convertible Securities are issued, granted Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the amount received by the Corporation Company therefor before deduction (net of commissionsdiscounts, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or salecommissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Fair Market Value thereof as of the date of receipt. If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporationcompany, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. Except as set forth below, the The fair value of any consideration other than cash and securities shall be determined in good faith jointly by the mutual agreement Company and Holders representing a majority of the Board holders of Directors and the Requisite Warrant Holders (as defined in Section 12(a))series of Warrants issued pursuant to the Securities Purchase Agreement. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the Holders representing a majority of the holders of the series of Warrants issued pursuant to the Securities Purchase Agreement may, upon a reasonable good faith determination by such Holder that an appraisal is necessary, request in a timely manner that the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, appraiser experienced in either case valuing such type of nationally recognized standing in consideration jointly selected by the valuation Company and the Registered Holder of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holdersthis Warrant. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon the Corporation parties, and the holders fees and expenses of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to such appraiser shall be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement borne by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the WarrantsCompany.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Option or Convertible Securities are issuedSecurity is, granted at any time or from time to time after the Date of Issuance, issued or sold or deemed to have been issued or sold in accordance with Section 9(c) (A) for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or sale. In case any Common Stock, Options or Convertible Securities are issued or sold therefor; (B) for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration. If , except where such consideration consists of marketable securities, in which case the amount of consideration received by the Corporation shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Corporation, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Corporation in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities are Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such the portion of the net assets and business of the non-surviving entity which that is attributable to such Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. Except as set forth below, the The fair value of any consideration or net assets other than cash and marketable securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors Corporation and the Requisite Warrant Holders (as defined in Section 12(a))Series A Preferred Majority Holders. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, appraiser experienced in either case valuing such type of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to consideration jointly selected by the Corporation and such holdersthe Series A Preferred Majority Holders. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon the Corporation parties, and the holders fees and expenses of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to such appraiser shall be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement borne by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Option or Convertible Securities are issued, granted Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the aggregate amount of cash received by the Corporation Company therefor before deduction (net of commissionsdiscounts, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or salecommissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of such consideration received by the Company shall be the Market Price thereof as of the date of receipt. If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. Except as set forth below, the The fair value of any consideration other than cash and securities shall be determined in good faith jointly by the mutual agreement Company and the holders of a majority of the Board of Directors and the Requisite Warrant Holders (as defined in Section 12(a))Notes. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the fair value of such consideration shall be determined by an independent investment bank or appraiser experienced in valuing such type of consideration jointly selected by the Company and the holders of a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business majority of the Corporation, which shall be mutually acceptable to the Corporation and such holdersNotes. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon the Corporation parties, and the holders fees and expenses of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to such appraiser shall be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement borne by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the WarrantsCompany.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Option or Convertible Securities are issued, granted Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the amount received by the Corporation therefor before deduction (net of commissionsdiscounts, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or salecommissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Corporation shall be the Market Price thereof as of the date of receipt. If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. Except as set forth below, the The fair value of any consideration other than cash and securities shall be determined in good faith jointly by the mutual agreement Corporation and the holders of a majority of the Board of Directors and the Requisite Warrant Holders (as defined in Section 12(a))outstanding Loans. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, appraiser experienced in either case valuing such type of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to consideration jointly selected by the Corporation and such holdersthe holders of a majority of the outstanding Loans. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon the Corporation parties, and the fees and expenses of such appraiser shall be allocated between the Corporation, on the one hand, and the holders of Loans (pro rata among such holders on the Warrants. Notwithstanding principal amount of Loans held by each such holder), on the foregoingother hand, from and after based upon the date on percentage which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority portion of the aggregate value of then outstanding Warrants (as computed for purposes of contested amount not awarded to each party bears to the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement amount actually contested by the such party; provided that at any time there are more than 10 record holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaidLoans, the Corporation may elect to have the fair value of shall pay all such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrantsexpenses.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Purchase Rights or Convertible Securities are issued, granted issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall will be the amount received by the Corporation therefor before Company therefor, after deduction of commissions, all underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or sale. In case any Common Stock, Options Purchase Rights or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, including in the case of a strategic or similar arrangement in which the other entity will provide services to the Company, purchase services from the Company or otherwise provide intangible consideration to the Company, the amount of the consideration other than cash received by the Corporation Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company will be the average of the last sale prices thereof on the principal market for such securities during the period of ten Trading Days immediately preceding the date of receipt. If In case any Common Stock, Options Purchase Rights or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, the amount of consideration therefor shall will be deemed to be the fair market value of such portion of the net assets and business of the non-surviving entity which corporation as is attributable to such Common Stock, Options Purchase Rights or Convertible Securities, as the case may be. Except as set forth belowThe independent members of the Company’s Board of Directors shall calculate reasonably and in good faith, using standard commercial valuation methods appropriate for valuing such assets, the fair market value of any consideration other than cash or securities; provided, however, that if the Holder does not agree to such fair market value calculation within three Business Days after receipt thereof from the Company, then such fair market value shall be determined in good faith by an investment banker or other appropriate expert of national reputation selected by the mutual agreement of the Board of Directors Holder and the Requisite Warrant Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually reasonably acceptable to the Corporation and such holders. The determination Company, with the costs of such investment bank or public accounting firm shall appraisal to be final and binding upon borne equally by the Corporation Company and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the WarrantsHolder.

Calculation of Consideration Received. If any Common StockSecurities, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleMaker therefor. In case any Common StockSecurities, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Maker shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Maker shall be the Market Price thereof as of the date of receipt. If In case any Common StockSecurities, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Maker is the surviving corporationentity, the amount of consideration therefor shall be deemed to be the fair value of such the portion of the net assets and business of the non-surviving entity which that is attributable to such Common StockSecurities, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration or net assets other than cash and securities (and, if applicable, the portion thereof attributable to any such stock or securities) shall be determined in good faith jointly by the mutual agreement Maker and the holders of a majority of the Board outstanding principal amount of Directors and the Requisite Warrant Holders (as defined in Section 12(a))Notes. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the such fair value of such consideration shall be determined by an independent investment bank or appraiser jointly selected by the Maker and the holders of a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business majority of the Corporation, which shall be mutually acceptable to outstanding principal amount of the Corporation and such holdersNotes. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon the Corporation parties, and the holders fees and expenses of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to such appraiser shall be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement borne by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the WarrantsMaker.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleCompany therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the market price thereof as of the date of receipt. If In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisitionmerger, merger amalgamation or consolidation other business combination or re-organization in which the Corporation Company is the surviving corporationentity, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or marketable securities shall be determined in jointly by the Company and the Required Holders through good faith by the mutual agreement of the Board of Directors and the Requisite Warrant Holders (as defined in Section 12(a))negotiations. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the such fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firmappraiser jointly selected by the Company and the Required Holders, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The whose determination of such investment bank or public accounting firm shall be final and binding upon on the Corporation Company, and the holders fees and expenses of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to such appraiser shall be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement paid one-half by the holders of Company and one-half by the Requisite Warrant Required Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or on a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrantspro rata basis.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Purchase Rights or Convertible Securities are issued, granted issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall will be the amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleCompany therefore. In case any Common Stock, Options Purchase Rights or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company (including the net present value of the consideration expected by the Company for the provided or purchased services) shall be the fair market value of such consideration, except where such consideration consists of publicly traded securities, in which case the amount of consideration received by the Company will be the Market Price thereof on the date of receipt. If any Notwithstanding anything else herein to the contrary, if Common Stock, Options Stock Purchase Rights or Convertible Securities are issued or sold in connection conjunction with any acquisitioneach other as part of a single transaction or in a series of related transactions, merger or consolidation in which the Corporation is the surviving corporation, Holder may elect to determine the amount of consideration therefor shall be deemed to be received by the Company therefor by deducting the fair value of any type of securities (the "Disregarded Securities") issued or sold in such portion transaction or series of transactions. If the Holder makes an election pursuant to the immediately preceding sentence, no adjustment to the Exercise Price shall be made pursuant to this paragraph (c) for the issuance of the net assets and business Disregarded Securities or upon any conversion, exercise or exchange thereof. The independent members of the non-surviving entity which is attributable to Company's Board of Directors shall calculate reasonably and in good faith, using standard commercial valuation methods appropriate for valuing such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth belowassets, the fair market value of any consideration other than cash shall be determined in good faith by the mutual agreement of the Board of Directors and the Requisite Warrant Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrantssecurities.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Option or Convertible Securities are issued, granted Security is issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the amount received by the Corporation Company therefor before deduction (net of commissionsdiscounts, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or salecommissions and related expenses). In case If any Common Stock, Options Option or Convertible Securities are Security is issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Fair Market Value thereof as of the date of receipt. If any Common Stock, Options Option or Convertible Securities are Security is issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporationCompany, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options Option or Convertible SecuritiesSecurity, as the case may be. Except as set forth below, the The fair value of any consideration other than cash and securities shall be determined in good faith by the mutual agreement of the Board of Directors of the Company and such determination shall be delivered in writing to the Registered Holder. In the event that the Registered Holder disputes such determination of fair value, the Registered Holder shall so inform the Company in writing within 10 days after receipt of the Company's determination and the Requisite Warrant Holders (as defined Company and such Registered Holder shall negotiate in Section 12(a))good faith to determine a mutually acceptable fair value. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable period30 days after the Registered Holder has given the Company written notice of its dispute, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, appraiser experienced in either case valuing such type of nationally recognized standing in consideration jointly selected by the valuation of businesses similar to Company and the business of the Corporation, which shall be mutually acceptable to the Corporation and such holdersRegistered Holder. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon the Corporation parties, and the holders fees and expenses of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to such appraiser shall be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement borne by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the WarrantsCompany.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleCompany therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the market price thereof as of the date of receipt. If In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation other business combination in which the Corporation Company is the surviving corporationentity, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or marketable securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors Company and the Requisite Warrant Holders (as defined in Section 12(a))holder of this Warrant. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the such fair value of such consideration shall be determined by an independent investment bank banking or a "Big Five" independent public accounting firmappraisal firm jointly selected by the Company and the holder of this Warrant, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The whose determination of such investment bank or public accounting firm shall be final and binding upon on the Corporation Company and the holders holder of this Warrant. If the Warrantsholder of this Warrant and the Company are unable to agree upon an independent investment banking or appraisal firm, then the holder of this Warrant shall select one such independent investment banking or appraisal firm and the Company shall select another such firm, and the calculation of fair value shall be made by a third independent investment banking or appraisal firm that has been selected by the two firms so chosen by the holder of this Warrant and the Company. Notwithstanding In each such case, the foregoingfirm calculating fair value shall submit to the Company and to each holder of this Warrant such firm's written opinion addressed to the holder of this Warrant setting forth such determination of fair value. If the independent investment banking or appraisal firm gives a range for its calculation of fair value, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate then fair value of then outstanding Warrants (as computed for purposes of this paragraph shall be the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value midpoint of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporationrange. The determination fees and expenses of such investment bank or public accounting firm shall be final and binding upon paid by the Corporation and the holders of the WarrantsCompany.

Calculation of Consideration Received. If any STS Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleSTS therefor. In case any STS Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation STS shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by STS shall be the Market Price thereof as of the date of receipt. If In case any STS Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation STS is the surviving corporationentity, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such STS Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash and securities shall be determined in good faith jointly by STS and the mutual agreement holders of a majority of the Board outstanding principal amount of Directors and the Requisite Warrant Holders (as defined in Section 12(a))Notes. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the such fair value of such consideration shall be determined by an independent investment bank or appraiser jointly selected by STS and the holders of a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business majority of the Corporation, which shall be mutually acceptable to outstanding principal amount of the Corporation and such holdersNotes. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon the Corporation parties, and the holders of the Warrants. Notwithstanding the foregoing, from fees and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value expenses of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon the Corporation and the holders of the Warrantsborne by STS.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the amount received paid by the Corporation therefor before deduction of commissionsholder to the Company for such security (including discounts, underwriting discounts or allowances or other commissions and related expenses paid or incurred by the Corporation in connection with such issuance, grant or saleto independent third parties). In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cashcash (including in connection with acquisitions), the amount of the consideration other than cash received paid by the Corporation holder shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors Company and the Requisite Warrant Registered Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value shares of then outstanding Warrants (as computed for purposes Warrant Stock obtainable upon exercise of the definition such Warrants. If such parties are unable to reach agreement within a reasonable period of "Requisite Warrant Holders" set forth in Section 12(a))time, in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the such fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration shall be determined by an independent investment bank or appraiser jointly selected by the Company and the Registered Holders of Warrants representing a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business majority of the Corporationshares of Warrant Stock obtainable upon exercise of such Warrants. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon on the Corporation Company and the holders Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleCompany therefor. In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the fair market value thereof as of the date of receipt as determined in good faith by the Company’s board of directors with the approval of the Requisite Registered Holders (such approval not to be unreasonably withheld, conditioned or delayed). If In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, entity the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors Company and the Requisite Warrant Registered Holders (as defined in Section 12(a))obtainable upon exercise of such Warrants. If the Board of Directors and the Requisite Warrant Holders such parties are unable to reach such agreement within a reasonable periodperiod of time, the such fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business appraiser (other than one of the Corporation, which shall be mutually acceptable to “Big Four” accounting firms) experienced in valuing such type of consideration jointly selected by the Corporation Company and such holdersthe Requisite Registered Holders. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon on the Corporation Company and the holders Registered Holders of the Warrants. Notwithstanding , and the foregoing, from fees and after the date on which ITC Holding Company, Inc. has ceased to expenses of such appraiser shall be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement paid by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the WarrantsCompany.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Section 4(b) Warrant shall be the amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or sale. In case If any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration. If any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-non- surviving entity which is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash shall be determined in good faith by the mutual agreement of the Board of Directors and the Requisite Warrant Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants.

Calculation of Consideration Received. If any Common Stockof the Company’s common stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleCompany therefor. In case any Common Stockof the Company’s common stock, Options or Convertible Securities are issued or sold for a any consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stockof the Company’s common stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, entity the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common StockCompany common stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors Company and the Requisite Warrant Registered Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value Exercise Stock obtainable upon exercise of then outstanding Warrants (as computed for purposes such Warrants. If such parties are unable to reach agreement within a reasonable period of the definition of "Requisite Warrant Holders" set forth in Section 12(a))time, in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the such fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration shall be determined by an independent investment bank or appraiser jointly selected by the Company and the Registered Holders of Warrants representing a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business majority of the CorporationExercise Stock obtainable upon exercise of such Warrants. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon on the Corporation Company and the holders Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If any Common Stockof the Company’s common stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleCompany therefor. In case any Common Stockof the Company’s common stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stockof the Company’s common stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, entity the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common StockCompany common stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors Company and the Requisite Warrant Registered Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value Exercise Stock obtainable upon exercise of then outstanding Warrants (as computed for purposes such Warrants. If such parties are unable to reach agreement within a reasonable period of the definition of "Requisite Warrant Holders" set forth in Section 12(a))time, in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the such fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration shall be determined by an independent investment bank or appraiser jointly selected by the Company and the Registered Holders of Warrants representing a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business majority of the CorporationExercise Stock obtainable upon exercise of such Warrants. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon on the Corporation Company and the holders Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the amount received by the Corporation Company therefor before deduction (net of commissionsnon-customary discounts, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or salecommissions and related expenses). In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, entity the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors Company and the Requisite Warrant Registered Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value shares of then outstanding Warrants (as computed for purposes Warrant Stock obtainable upon exercise of the definition such Warrants. If such parties are unable to reach agreement within a reasonable period of "Requisite Warrant Holders" set forth in Section 12(a))time, in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the such fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration shall be determined by an independent investment bank or appraiser selected by the Company and approved by the Registered Holders of Warrants representing a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business majority of the Corporationshares of Warrant Stock obtainable upon exercise of such Warrants (such approval not to be unreasonably withheld). The determination of such investment bank or public accounting firm appraiser shall be final and binding upon on the Corporation Company and the holders Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options Options, or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleCompany therefor. In case any Common Stock, Options Options, or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the market price thereof as of the date of receipt. If In case any Common Stock, Options Options, or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation other business combination in which the Corporation Company is the surviving corporationentity, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or marketable securities shall be determined in good faith by the mutual agreement Company, unless such consideration is paid by an Affiliate of the Board of Directors and the Requisite Warrant Holders (as defined Company, in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, which case the fair value of such consideration shall be determined jointly by the Company and the Required Holders. If such parties are unable to reach agreement within a reasonable period of time, such fair value shall be determined by an independent investment bank or a "Big Five" independent public accounting firmappraiser jointly selected by the Company and the Required Holders, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The whose determination of such investment bank or public accounting firm shall be final and binding upon on the Corporation Company and the holders all Registered Holders of the WarrantsWarrant. Notwithstanding the foregoing, from The fees and after the date on which ITC Holding Company, Inc. has ceased to expenses of such appraiser shall be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement paid by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the WarrantsCompany.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the amount received paid by the Corporation therefor before deduction of commissionsholder to the Company for such security (including discounts, underwriting discounts or allowances or other commissions and related expenses paid or incurred by the Corporation in connection with such issuance, grant or saleto independent third parties). In case any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cashcash (including in connection with acquisitions), the amount of the consideration other than cash received paid by the Corporation holder shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or securities shall be determined in good faith jointly by the mutual agreement of the Board of Directors Company and the Requisite Warrant Registered Holders (as defined in Section 12(a)). If the Board of Directors and the Requisite Warrant Holders are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value shares of then outstanding Warrants (as computed for purposes Common Stock obtainable upon exercise of the definition such Warrants. If such parties are unable to reach agreement within a reasonable period of "Requisite Warrant Holders" set forth in Section 12(a))time, in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the such fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration shall be determined by an independent investment bank or appraiser jointly selected by the Company and the Registered Holders of Warrants representing a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business majority of the Corporationshares of Common Stock obtainable upon exercise of such Warrants. The determination of such investment bank or public accounting firm appraiser shall be final and binding upon on the Corporation Company and the holders Registered Holders of the Warrants, and the fees and expenses of such appraiser shall be paid by the Company.

Calculation of Consideration Received. If any Common Stock, ------------------------------------- Options or Convertible Securities are issued, granted or sold for cash, the consideration received therefor for purposes of this Section 4(b) Warrant shall be the amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or sale. In case If any Common Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation shall be the fair value of such consideration. If any Common Stock, Options or Convertible Securities are issued in connection with any acquisition, merger or consolidation in which the Corporation is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-non- surviving entity which is attributable to such Common Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash shall be determined in good faith by the mutual agreement of the Board of Directors and a majority-in-interest of the Requisite Warrant Holders (as defined in Section 12(a))holders of the outstanding Warrants. If the Board of Directors and the Requisite Warrant Holders holders of a majority-in-interest of the outstanding Warrants are unable to reach such agreement within a reasonable period, the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants.

Calculation of Consideration Received. If any Common Warrant Stock, ------------------------------------- Options or Convertible Securities are issued, granted issued or sold or deemed to have been issued or sold for cash, the consideration received therefor for purposes of this Section 4(b) shall be deemed to be the net amount received by the Corporation therefor before deduction of commissions, underwriting discounts or allowances or other expenses paid or incurred by the Corporation in connection with such issuance, grant or saleCompany therefor. In case any Common Warrant Stock, Options or Convertible Securities are issued or sold for a consideration part or all of which shall be other than cash, the amount of the consideration other than cash received by the Corporation Company shall be the fair value of such consideration, except where such consideration consists of securities, in which case the amount of consideration received by the Company shall be the Market Price thereof as of the date of receipt. If In case any Common Warrant Stock, Options or Convertible Securities are issued to the owners of the non-surviving entity in connection with any acquisition, merger or consolidation in which the Corporation Company is the surviving corporationentity, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity which as is attributable to such Common Warrant Stock, Options or Convertible Securities, as the case may be. Except as set forth below, the The fair value of any consideration other than cash or securities shall be determined in good faith by an investment banking firm reasonably acceptable to the mutual agreement of the Board of Directors Company and the Requisite Warrant Registered Holders, which firm shall submit to the Company and the Registered Holders (as defined in Section 12(a))a written report setting forth such determination. If the Board of Directors and the Requisite Warrant Holders parties are unable to reach agree on an investment banking firm within fifteen (15) days after delivery of the issuance of the applicable securities, a third firm will be selected by agreement of two investment banking firms, one selected by the Company and one selected by the Registered Holders. The expenses of such agreement within a reasonable periodfirm shall be borne by the Company, and the determination of such firm as to the fair value of such consideration shall be determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation, which shall be mutually acceptable to the Corporation and such holders. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrants. Notwithstanding the foregoing, from and after the date on which ITC Holding Company, Inc. has ceased to be the "beneficial owner" (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of Warrants representing a majority of the aggregate value of then outstanding Warrants (as computed for purposes of the definition of "Requisite Warrant Holders" set forth in Section 12(a)), in lieu of obtaining the agreement by the holders of the Requisite Warrant Holders to the fair value of any consideration other than cash as aforesaid, the Corporation may elect to have the fair value of such consideration determined by an independent investment bank or a "Big Five" independent public accounting firm, in either case of nationally recognized standing in the valuation of businesses similar to the business of the Corporation. The determination of such investment bank or public accounting firm shall be final and binding upon the Corporation and the holders of the Warrantsall parties.