definiens: within the meaning of ERISA and ( ii ) each other Vital Employee Plan set forth on Schedule 5.5(b ) attachedhereto unless written notice is provided by Immunic to Vital no later than three ( 3 ) calendar days prior to the ClosingDate, instructing Vital not to terminate any such Vital Employee Plan ; provided, however, that if Immunic providesVital with written notice to such effect sufficiently in advance of the Closing Date, then Vital shall also terminate anyVital Employee Plans intended to include a Code Section 401(k ) arrangement . Vital shall provide Immunic withevidence that such Vital Employee Plans have been terminated ( effective no later than the day immediately precedingthe Closing Date ) pursuant to resolutions of the Vital Board of Directors . The form and substance of such resolutionsshall be subject to review and approval of Immunic . Vital also shall take such other actions in furtherance ofterminating such Vital Employee Plan(s ) as Immunic may reasonably require