Virgin Media 2006 Annual Report Download - page 198

operation of a sinking fund or otherwise) or that if convertible, exercisable, redeemable or exchangeable, have been converted into, or
exercised, redeemed or exchanged for, shares of any other class or classes or series shall have the status of authorized and unissued
shares of Preferred Stock of the same class or series and may be reissued as a part of the class or series of which they were originally a
part or may be reclassified and reissued as part of a new class or series of shares of Preferred Stock to be created by resolution or
resolutions o f the Board of Directors or as part of any other class or series of shares of Preferred Stock, all subject to the conditions or
restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issuance of any
class or series of shares of Preferred Stock.
Part D. Series A Junior Participating Preferred Stock.
1. Designation and Amount. The shares of this series of Preferred Stock, par value $0.01 per share, shall be designated as
“Series A Junior Participating Preferred Stock,” and the number of shares constituting such series shall be one million (1,000,000).
Subject to paragraph 4(e) of this Part D of this Article IV of this Second Restated Certificate of Incorporation, the number of shares of
said series 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.
2. Dividend Rate.
(a) Subject to the prior and superior rights of the holders of any shares of any series of preferred stock ranking prior and
superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A
Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally
available for the purpose, quarterly dividends payable in cash on the first day of each January, April, July and October in each year
(each such date being referred to herein as a “Quarterly Dividend Payment Date”)., commencing on the first Quarterly Dividend
Payment Date after the first issuance (the “First Issuance”) of a share or fraction of a share of Series A Junior Participating Preferred
Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10.00 or (b) 1,000 times the aggregate per share
amount of all cash dividends and 1,000 times the aggregate per share amount (payable in kind) of all non−cash dividends or other
distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock
(by reclassification or otherwise) since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred
Stock. In the event the Corporation shall at any time after the First Issuance declare or pay any dividend on the Common Stock
payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common
Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of
shares of Common Stock, then in each such case the amount to which holders of shares of Series A Junior Participating Preferred
Stock were entitled immediately prior to such event under the preceding sentence shall be adjusted
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007