Virgin Media 2006 Annual Report Download - page 197

(b) may be subject to redemption at such time or times and at such prices;
(c) may be entitled to receive dividends (which may be cumulative or non−cumulative) at such rate or rates, on such
conditions and at such times, and payable in preference to, or in such relation to, the dividends payable on any other class or classes or
series of stock, and if any such class or series of Preferred Stock shall be entitled to receive a preference over any other class or classes
or series of stock with respect to the payment of dividends, such class or series of Preferred Stock shall also be entitled, in the event
that the Corporation defaults on its obligation to pay such dividends, to elect one (1) or more Directors to the Board of Directors;
(d) may have such rights upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution
of, the assets of the Corporation;
(e) may he made convertible into or exercisable, redeemable or exchangeable for, shares of any other class or classes or of
any other series of the same or any other class or classes or series of shares of the Corporation at such price or prices or at such rates of
exchange and with such adjustments;
(t) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of shares of such class or series
in such amount or amounts;
(g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any
subsidiary, upon the issuance of any additional shares (including additional shares of such class or series or of any other class or
series) and/or upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other
acquisition by or on behalf of the Corporation or any subsidiary of, any outstanding shares of the Corporation; and
(h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions
thereof; all as shall be stated in this Article IV of this Second Restated Certificate of Incorporation or in said resolution or resolutions
providing for the issuance of such shares of Preferred Stock. Any of the powers, designations, preferences, rights and qualifications,
limitations or restrictions of any such class or series of Preferred Stock may be made dependent upon facts ascertainable outside of
this Second Restated Certificate of Incorporation or any amendment hereto, or outside the resolution or resolutions providing fur the
issuance of such Preferred Stock adopted by the Board of Directors pursuant to the authority vested in it by this Part C of this Article
IV of this Second Restated Certificate of Incorporation; provided that the mariner in which such facts shall operate upon the powers,
designations, preferences, rights and qualifications, limitations or restrictions of such class or series of Preferred Stock is clearly and
expressly set forth in this Second Restated Certificate of Incorporation, or of any amendment hereto, or in the resolution or resolutions
providing for the issuance of such Preferred Stock adopted by the Board of Directors. The term “facts,” as used in the immediately
preceding sentence shall have the meaning given to it in Section 151(a) of the DGCL (or any successor statute). Shares of Preferred
Stock of any class or series that have been redeemed or repurchased (whether through the
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007