Virgin Media 2006 Annual Report Download - page 196

of Old Common Stock shall be required to surrender such certificate in accordance with the procedures determined by the Board of
Directors in order to receive the Common Stock portion of the Reclassification Consideration, or any cash for which the Class B
Redeemable Common Stock portion of the Reclassification Consideration has been redeemed. Shares of Common Stock and shares of
Class B Redeemable Common Stock shall be issued in book−entry form or shall be represented by new certificates in each case, as
determined by the Board of Directors.
Part B. Authorized Capital.
The total number of shares of capital stock which the Corporation shall have the authority to reserve for issuance or issue is
one billion, three hundred and five million (1,305,000,000) shares, consisting of one billion (1,000,000,000) shares of Common Stock,
three hundred million (300,000,000) shares of Class B Redeemable Common Stock and five million (5,000,000) shares of preferred
stock, par value $0.01 per share, of the Corporation (the “Preferred Stock”). The number of authorized shares of any of the Common
Stock, the Class B Redeemable Common Stock or the Preferred Stock may be increased or decreased (but not below the number of
shares thereof then outstanding or reserved for issuance) by the affirmative vote of the holders of a majority in voting power of the
capital stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(h)(2) of the DGCL (or any
successor provision thereto), and no vote of the holders of any of the Common Stock, the Class B Redeemable Common Stock or the
Preferred Stock voting separately as a class shall be required therefor. The designation, relative rights, preferences and limitations of
the shares of each class are as follows:
Part C. Preferred Stock
Authority is hereby expressly vested in the Board of Directors without further action by the Corporation’s stockholders,
subject to the provisions of this Article IV of this Second Restated Certificate of Incorporation and to the limitations prescribed by
applicable law, to authorize the issuance from time to time in one (1) or more classes or series of any number of shares of Preferred
Stock which number of shares may at any time or from time to time be increased or decreased by the Board of Directors
notwithstanding that shares of such series may be outstanding at such time of increase or decrease; provided that the aggregate number
of shares issued and not canceled of any and all such classes and series shall not exceed the total number of shares of Preferred Stock
hereinabove authorized and not decreased, and with distinctive class or serial designations, all as are stated in this Article IV of this
Second Restated Certificate of Incorporation or as shall hereafter be stated and expressed in the resolution or resolutions providing for
the issuance of such shares of Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do
which is hereby vested in the. Board of Directors. Each class or series of shares of Preferred Stock:
(a) may have such voting powers, full or limited, including the right to elect one (1) or more directors of the Corporation (the
“Directors”), or may be without voting powers;
3
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007