Virgin Media 2006 Annual Report Download - page 202

directors elected by the holders of Series A Junior Participating Preferred Stock; provided that, if at the expiration of such terms the
holders of Series A Junior Participating Preferred Stock are entitled to vote in the election of Directors pursuant to the provisions of
this section 4, then the Secretary of the Corporation shall call a meeting (which meeting may be the annual meeting or special meeting
of stockholders referred to in paragraph 4(c)) of holders of Series A Junior Participating Preferred Stock for the purpose of electing
replacement Directors (in accordance with the provisions of this section 4) to be held on or prior to the time of expiration of the
expiring terms referred to above.
(e) Except as otherwise set forth herein or required by law, the Second Restated Certificate of Incorporation or the By−laws,
holders of Series A Junior Participating Preferred Stock shall have no special voting rights and their consent shall not be required
(except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for the taking of any corporate action.
No consent of the holders of outstanding shares of Series A Junior Participating Preferred Stock at any time outstanding shall be
required in order to permit the Board of Directors to; (i) increase the number of authorized shares of Series A Junior Participating
Preferred Stock or to decrease such number to a number not below the sum of the number of shares of Series A Junior Participating
Preferred Stock then outstanding and the number of shares with respect to which there are outstanding rights to purchase; or (ii) issue
Preferred Stock which is senior to the Series A Junior Participating Preferred Stock, junior to the Series A Junior Participating
Preferred Stock or on a parity with the Series A Junior Participating Preferred Stock.
5. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other
transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other
property, then in any such case each share of Series A Junior Participating Preferred Stock shall at the same time be similarly
exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the
aggregate amount of stock, securities, cash and/or any other property (payable inkind), as the case may be, into which or for which
each share of Common Stock is changed or exchanged. 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 set forth in the
preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted
by multiplying such amount 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.
6. Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007