Amendment; Delegation. Subject to compliance with applicable Law, this Agreement may be amended, modified, and supplemented by mutual agreement of the Parties hereto at any time before or after receipt of the Company Stockholder Approval and prior to the Closing Date; provided, however, that after the Company Stockholder Approval has been obtained, there shall not be any amendment of this Agreement which by applicable Law requires the further approval of the stockholders of the Company without such further approval of such stockholders. This Agreement may not be amended except by an instrument in writing signed by each of the Parties hereto. Each Seller hereby grants and delegates to the Company authority to enter into any amendment, grant any waiver or provide any consent as the Company shall determine. Each Seller acknowledges and agrees that any payment to be made to them by the Purchasers pursuant to this Agreement shall be paid to the Company and the Company shall receive such payments as agent on behalf of each Seller.
Amendment; Delegation. The Employer hereby delegates to PEPCO the power to amend the Plan in any respect at any time (including retroactive amendment) by submitting a copy of the amendment to the Employer in order to meet the requirements of Section 403(b)(7) of the Code or obtain a ruling or determination from the Internal Revenue Service that the Plan, as so amended, meets said requirements. Employer shall be deemed to have consented to any such amendment. However, no such amendment shall deprive any Participant or his or her Beneficiary of any benefit to which the same was entitled by reason of contributions made prior thereto or permit Plan assets to be diverted to purposes other than for the exclusive benefit of Participants or their Beneficiaries or to revert to or become the property of the Employer.
