Virgin Media 2006 Annual Report Download - page 203

7. Conversion Rights. The Preferred Stock is not convertible into Common Stock or any other security of the Corporation.
Part E. Common Stock.
Except as otherwise provided by the DGCL or this Second Restated Certificate of Incorporation and subject to the rights of
holders of any class or series of Preferred Stock pursuant to this Second Restated Certificate of Incorporation (including any resolution
or resolutions adopted by the Board of Directors providing for the issuance of any class or series of Preferred Stock), all of the voting
power of the stockholders of the Corporation shall be vested in the holders of the Common Stock, and each holder of Common Stock
shall have one (1) vote for each share held by such holder on all matters voted upon by the stockholders of the Corporation; provided,
however, that, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any
amendment to this Second Restated Certificate of Incorporation (including any resolution or resolutions adopted by the Board of
Directors providing for the issuance of any class or series of Preferred Stock) that relates solely to the terms of one (1) or more
outstanding classes or series of Preferred Stock if the holders of such affected class or series are entitled, either separately or together
with the holders of one (1) or more other such class or series, to vote thereon pursuant to this Second Restated Certificate of
Incorporation (including any resolution or resolutions adopted by the Board of Directors providing for the issuance of any class or
series of Preferred Stock) or pursuant to the DGCL. The holders of shares of Common Stock shall not have cumulative voting rights.
Subject to applicable law and the rights, if any, of the holders of any outstanding class or series of Preferred Stock or any class or
series of stock having a preference over, or the right to participate with, the Common Stock with respect to the payment of dividends,
dividends may be declared and paid on the Common Stock out of funds legally available therefor at such times and in such amounts
and forms as the Board of Directors in its sole discretion shall determine. In the event of the voluntary or involuntary liquidation,
dissolution, distribution of assets or other winding up of the Corporation, after distribution in full of preferential amounts, if any, to be
distributed to the holders of any class or series of Preferred Stock or any class or series of stock having a preference over, or the right
to participate with, the Common Stock, the holders of the Common Stock shall be entitled to share equally and ratably, share for share,
in all of the remaining assets of the Corporation of whatever kind available for distribution to stockholders. For the purposes of this
Part E of this Article IV of this Second Restated Certificate of Incorporation, (i) a consolidation, combination, redomicile, merger
(including a holding company merger) or share exchange of the Corporation with one (1) or more corporations (whether or not the
Corporation remains the surviving corporation in such a transaction), or successive consolidations, combinations, redomiciles, mergers
or share exchanges or (ii) a sale, transfer, conveyance or other disposition of all or substantially all of the Corporation’s assets
(including its subsidiaries’ assets), shall not be deemed to be a liquidation, dissolution or winding up, voluntary or involuntary, of the
Corporation.
10
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007