Virgin Media 2006 Annual Report Download - page 204

Part F. Class B Redeemable Common Stock
All shares of Class B Redeemable Common Stock will be identical to the Common Stock with respect to rights and privileges
to which the holders thereof are entitled, except as otherwise provided in this Part F of this Article IV. Subject to paragraph 3 of Part
A of Article IV of this Second Restated Certificate of Incorporation, at the Merger Effective Time (as defined below), each
outstanding share of the Class B Redeemable Common Stock shall be redeemed, out of funds legally available therefor, by the
Corporation, automatically and without notice, for $16.25, in cash (without interest) (the “Redemption Consideration”), subject to
adjustment in accordance with this Part F, in accordance with the procedures determined by the Board of Directors of the Corporation,
a copy of which procedures and the procedures described in paragraph 3 of Part A of Article IV of this Second Restated Certificate of
Incorporation, as well as of the agreement described in the next sentence, shall be made available to any stockholder of the
Corporation upon request, without charge. For the purposes of this paragraph 7, the “Merger Effective Time” means the Effective
Time as defined in the Amended and Restated Agreement and Plan of Merger dated as of December 14, 2005 among the Corporation,
NTL Incorporated, a Delaware corporation (“NTL”), Neptune Bridge Borrower LLC, a Delaware limited liability company and a
wholly owned subsidiary of the Corporation, and, for certain limited purposes, Merger Sub Inc., a Delaware corporation and a wholly
owned subsidiary of NTL, as amended by Amendment No.1 thereto dated as of January 30, 2006 and as such agreement may be
further amended from time to time, as long as at least one share of Common Stock is outstanding at such time. After the
Reclassification and prior to the Merger Effective Time, the Corporation shall not, without the affirmative vote of the holders of a
majority of the outstanding shares of the Common Stock and a majority of the outstanding shares of the Class B Redeemable Stock, in
any manner subdivide or combine (by stock split, stock dividend, reclassification, recapitalization or otherwise) the outstanding shares
of Common Stock or Class B Redeemable Common Stock unless all such outstanding shares shall be proportionately subdivided or
combined. If, after the Reclassification and prior to the mandatory redemption set forth in this Part F, any change in the outstanding
shares of Class B Redeemable Common Stock shall occur by reason of any reclassification, recapitalization, stock split (including a
reverse stock split) or combination, exchange or readjustment of shares, any stock dividend thereon with a record date prior to the
mandatory redemption, or any similar event, the Redemption Consideration (and any other amounts payable pursuant to this Part F)
shall be appropriately adjusted. The Class B Redeemable Common Stock shall not be transferable, to the tidiest extent permitted by
law.
ARTICLE V
BOARD OF DIRECTORS
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to
the rights of any holder of any class or series of Preferred Stock, the Board of Directors shall consist of not less than three (3) nor
more than fifteen (15) members, the exact number of which shall be fixed from time
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007