definiens: as defined in Section 3(3 ) of ERISAmaintained by Parent or any Parent Subsidiary ( collectively, the ) in which any director, officer oremployee of the Company or any Company Subsidiary ( the ) will participate effective as of theEffective Time, Parent shall, or shall cause the Surviving Corporation to, recognize all service of the Company Employeeswith the Company or a Company Subsidiary, as the case may be, for purposes of vacation and severance and participation in, but not for purposes of benefit accrual, in any Parent Benefit Plan in which such Company Employees may be eligible toparticipate after the Effective Time . Unless Parent requests otherwise in writing, the Receiver shall adopt resolutionsterminating, effective at least two ( 2 ) days prior to the Closing Date, any Company Benefit Plan which is intended to meet therequirements of Section 401(k ) of the Code ( each such Company Benefit Plan, a ) . At the Closing, the Companyshall provide Parent ( i ) executed resolutions of the Receiver effecting such termination and ( ii ) an executed amendment toeach such 401(k ) Plan sufficient to assure compliance with all applicable requirements of the Code and regulations thereunderso that the tax - qualified status of each such 401(k ) Plan will be maintained at the time of termination