Common use of Pursuant to the Merger Clause in Contracts

Pursuant to the Merger. AssureNet will merge with and into the Subsidiary, and the Subsidiary will acquire all of the assets and liabilities of AssureNet. At least ninety percent (90%) of the fair market value of the net assets and at least seventy percent (70%) of the fair market value of the gross assets held by AssureNet immediately prior to the Merger will be held by the Subsidiary immediately after the Merger. For the purpose of determining the percentage of AssureNet's net and gross assets held by the Subsidiary immediately following the Merger, the following assets will be treated as property held by AssureNet immediately prior to the Merger but not held by the Subsidiary immediately subsequent to the Merger: (i) assets disposed of by AssureNet prior to the Merger and in contemplation thereof (including, without limitation, any asset disposed of by AssureNet other than in the ordinary course of business, pursuant to a plan or intent existing during the period ending at the Effective Time and beginning with the commencement of negotiations (whether formal or informal) with AXENT regarding the Merger (the "Pre-Merger Period")), (ii) assets used by AssureNet to pay expenses or liabilities incurred in connection with the Merger and (iii) assets used to make payments to AssureNet shareholders exercising dissenters' rights or to make distribution, redemption or other payments in respect of AssureNet shares or rights to acquire such shares (including payments treated as such for tax purposes) that are made in contemplation of the Merger or related thereto;