Virgin Media 2006 Annual Report Download - page 195

ARTICLE III
PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may he organized under the
DGCL as the same exists or hereafter may be amended. The Corporation shall have all power necessary or convenient to the conduct,
promotion or attainment of such acts and activities.
ARTICLE IV
CAPITAL STOCK
Part A. Reclassification of Common Stock
1. Reclassification. Without regard to any other provision of this Second Restated Certificate of Incorporation (including,
without limitation, all of the other provisions of Article IV), each share of common stock, $0.01 par value, of the Corporation (the
“Old Common Stock”), either issued and outstanding or held by the Corporation as treasury stock immediately prior to the time this
Second Restated Certificate of Incorporation becomes effective in accordance with Section 103(d) of the DGCL (such time, the
“Effective Time”), shall be and is hereby automatically reclassified and changed (without any further act) (the “Reclassification”)
into (a) 0.2875 of a share of common stock, $0.01 par value, of the Corporation (the “Common Stock”), together with cash in lieu of
fractional shares as set forth in paragraph 2 of this Part A, and (b) one (1) share of Class B redeemable common stock, $0.01 par
value, of the Corporation (the “Class B Redeemable Common Stock” and, together with the shares of Common Stock and cash in
lieu of fractional shares as set forth in clause (a) of paragraph I of this Part A, the “Reclassification Consideration”).
2. No Fractional Shares. No fractional shares of Common Stock shall be issued to holders of record of Old Common Stock in
connection with the reclassification of shares of Old Common Stock contemplated in this Part A. In lieu thereof, all fractional shares
of Common Stock that a holder of shares of Old Common Stock would otherwise he entitled to receive pursuant to paragraph I of this
Part A shall be aggregated and if a fractional share results from such aggregation, such holder shall be entitled to receive, in lieu
thereof, an amount in cash without interest determined by multiplying (i) the closing price of a share of common stock of NTL
Incorporated, a Delaware corporation, on The NASDAQ National Market, as reported in the New York City edition of The Wall Street
Journal, on the trading day immediately preceding the date on which the Effective Time occurs, divided by 2.5, by (ii) the fraction of
a share of Common Stock to which such holder would otherwise have been entitled.
3. Surrender of Certificates. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old
Common Stock shall, from and after the Effective Time, automatically represent the right to receive the Reclassification
Consideration; provided, however, that, to the fullest extent permitted by law, each holder of record immediately prior to the Effective
Time of a certificate that represented shares
2
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007