Virgin Media 2006 Annual Report Download - page 201

Financial Officer of the Corporation and delivered to the Board of Directors. The Directors so elected by holders of Series A Junior
Participating Preferred Stock shall serve until the certificate described in the preceding sentence shall have been delivered to the Board
of Directors or until their respective successors shall be elected or appointed and qualify.
At anytime when such special voting rights have been so vested in the holders of the Series A Junior Participating Preferred
Stock, the Secretary of the Corporation may, and upon the written request of the holders of record of 10% or more of the number of
shares of the Series A Junior Participating Preferred Stock then outstanding addressed to such Secretary at the principal office of the
Corporation in Delaware, shall, call a special meeting of the holders of the Series A Junior Participating Preferred Stock for the
election of the Directors to be elected by them as hereinabove provided, to be held in the case of such written request within forty (40)
days after delivery of such request, and in either case to be held at the place and upon the notice provided by law and in the By−laws
of the Corporation for the holding of meetings of stockholders; provided, however, that the Secretary shall not be required to call such
a special meeting (i) if any such request is received less than ninety (90) days before the date fixed for the next ensuing annual or
special meeting of stockholders or (ii) if at the time any such request is received, the holders of Series A Junior Participating Preferred
Stock are not entitled to elect such Directors by reason of the occurrence of an event specified in the third sentence of paragraph 4(d)
below.
(d) If, at any lime when the holders of Series A Junior Participating Preferred Stock are entitled to elect Directors pursuant to
the foregoing provisions of this section 4, the holders of any one or more additional series of Series A Junior Participating Preferred
Stock are entitled to elect Directors by reason of any default or event specified in the Second Restated Certificate of Incorporation, as
in effect at the time of the certificate of designation for such series, and if the terms for such other additional series so permit, the
voting rights of the two or more series then entitled to vote shall be combined (with each series having a number of votes proportional
to the aggregate liquidation preference of its outstanding shares). In such case, the holders of Series A Junior Participating Preferred
Stock and of all such other series then entitled so to vote, voting as a class, shall elect such Directors. If the holders of any such other
series (if designated) have elected such Directors prior to the happening of the default or event permitting the holders of Series A
Junior Participating Preferred Stock to elect Directors, or prior to a written request for the holding of a special meeting being received
by the Secretary of the Corporation from the holders of not less than 10% of the then−outstanding shares of Series A Junior
Participating Preferred Stock, then such Directors so previously elected will be deemed to have been elected by and on behalf of the
holders of Series A Junior Participating Preferred Stock as well as such other series, without prejudice to the right of the holders of
Series A Junior Participating Preferred Stock to vote for Directors if such previously elected Directors shall resign, cease to serve or
fail to stand for reelection while the holders of Series A Junior Participating Preferred Stock arc entitled to vote. Tithe holders of any
such other series are entitled to elect in excess of two (2) Directors, the Series A Junior Participating Preferred Stock shall not
participate in the election of more than two (2) such Directors, and those Directors whose terms first expire shall be deemed to be the
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007