definiens: within the meaning ofERISA, including but not limited to any [COMPANY] Employee Plans intended to include a Code Section 401(k)arrangement ( each, a ), and ( ii ) each other [COMPANY] Employee Plan set forth on Schedule 5.7(d)attached hereto unless written notice is provided by [COMPANY] to [COMPANY] no later than three ( 3 ) calendar days prior tothe Closing Date, instructing [COMPANY] not to terminate any such [COMPANY] Employee Plan . [COMPANY] shall provideArcturus with evidence that such [COMPANY] Employee Plan(s ) have been terminated ( or with respect to any health andwelfare benefit plan with a monthly coverage period that irrevocable action to terminate such [COMPANY] EmployeePlan(s ) at the end of such monthly period has been taken ) effective no later than the day immediately preceding theClosing Date pursuant to resolutions of the [COMPANY] Board of Directors . The form and substance of such resolutionsshall be subject to reasonable review and approval of [COMPANY] . [COMPANY] also shall take such other actions infurtherance of terminating such [COMPANY] Employee Plan(s ) as [COMPANY] may reasonably require . In the event thattermination of the [COMPANY] Employee Plans would reasonably be anticipated to trigger liquidation charges, surrendercharges or other fees then [COMPANY] shall take such actions as are necessary to reasonably estimate the amount ofsuch charges and/or fees and provide such estimate in writing to [COMPANY] no later than 14 calendar days prior to theClosing Date