The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this paragraph 8 to directors and officers of the Corporation.
The rights to indemnification and to the advance of expenses conferred in this paragraph 8 shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation (as either or both amended and restated from time to time), theBy-Laws of the Corporation, as either or both amended and restated from time to time, any statute, agreement, vote of stockholders or disinterested directors or otherwise.
The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.
Any repeal or modification of this paragraph 8 shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
Notwithstanding the foregoing, with respect to any Indemnified Person (as defined in that certain Agreement and Plan of Merger, dated as of August 5, 2019, by and among the Corporation, New Media Investment Group Inc., Artic Holdings LLC and Artic Acquisition Corp. (the “Merger Agreement”)), the provisions set forth in the Bylaws of Gannett, effective as of December 13, 2017, related to indemnification and exculpation from liability shall remain effective and shall control with respect to any acts or omissions by such persons in their capacities as a director or officer, as applicable, of the Corporation at any time prior to the Effective Time (as defined in the Merger Agreement).
9. Meetings of the stockholders may be held within or without the State of Delaware as may be designated by or in the manner provided in theBy-Laws of the Corporation. The books of the Corporation may be kept (subject to the provisions of any law or regulation) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in theBy-Laws of the Corporation. Elections of directors need not be by written ballot unless theBy-Laws of the Corporation shall so provide.