Virgin Media 2006 Annual Report Download - page 200

which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the
number of shares of Common Stock that were outstanding immediately prior to such event.
4. Voting Rights. The holders of shares of Series A Junior Participating Preferred Stock shall have the following voting
rights:
(a) Each share of Series A Junior Participating Preferred Stock shall entitle the holder thereof to one thousand (1,000) votes
on all matters submitted to a vote of the stockholders of the Corporation. 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 number
of votes per share 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 by multiplying such number by a fraction the numerator of which is the number
of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of
Common Stock that were outstanding immediately prior to such event.
(b) Except as otherwise provided by law, or in this Second Restated Certificate of Incorporation, or the By−laws of the
Corporation (the “By−laws”), the holders of shares of Series A Junior Participating Preferred Stock and the holders of shares of
Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.
(c) If and whenever dividends on the Series A Junior Participating Preferred Stock shall be in arrears in an amount equal to
six quarterly dividend payments, then and in such event the holders of the Series A Junior Participating Preferred Stock, voting
separately as a class (subject to the provisions of paragraph 4(d) below), shall be entitled at the next annual meeting of the
stockholders or at any special meeting to elect two (2) Directors. Each share of Series A Junior Participating Preferred Stock shall be
entitled to one vote, and holders of fractional shares shall have the right to a fractional vote. Upon election, such Directors shall
become additional Directors of the Corporation and the authorized number of Directors shall thereupon he automatically increased by
such number of Directors. Such right of the holders of Series A Junior Participating Preferred Stock to elect Directors may be
exercised until all dividends in default on the Series A Junior Participating Preferred Stock shall have been paid in full, and dividends
for the current dividend period declared and funds therefor set apart, and when so paid and set apart, the right of the holders of Series
A Junior Participating Preferred Stock to elect such number of Directors shall cease, the term of such Directors shall thereupon
terminate, and the authorized number of Directors shall thereupon return to the number of authorized Directors otherwise in effect, but
subject always to the same provisions for the vesting of such special voting rights in the case of any such future dividend default or
defaults. The fact that dividends have been paid and set apart as required by the preceding sentence shall be evidenced by a certificate
executed by the President and the Chief
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007