Virgin Media 2006 Annual Report Download - page 205

to time by the Board of Directors. In addition to the powers and authority hereinbefore or by statute expressly conferred upon them,
the Directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the
Corporation, subject. nevertheless, to the provisions of the DGCL, this Second Restated Certificate of incorporation, and any
By−Laws of the Corporation adopted by the stockholders or the Directors; provided, however. that no By−Laws of the Corporation
hereafter adopted by the stockholders or the Directors shall invalidate any prior act of the Directors which would have been valid if
such By−Laws of the Corporation had not been adopted. Advance notice of nominations for the election of Directors shall be given in
the manner and to the extent provided in the By−Laws of the Corporation. Elections of Directors need not be by written ballot except
and to the extent provided in the By−Laws of the Corporation. Each Director shall be entitled to one (I) vote per director on all matters
voted or acted upon by the Board of Directors or any duly constituted committee of which such Director is a member at the time of
such vote or action. The Directors shall be divided into three (3) classes, designated Class 1, Class II and Class III. Each class shall
consist, as nearly as may be possible, of one−third of the total number of Directors constituting the entire Board of Directors. The term
of the initial Class I Directors shall terminate on the date of the 2005 annual meeting of stockholders; the term of the initial Class II
Directors shall terminate on the date of the 2006 annual meeting of stockholders and the term of the initial Class III Directors shall
terminate on the date of the 2004 annual meeting of stockholders. At each annual meeting of stockholders beginning in 2004,
successors to the class of Directors whose term expires at that annual meeting shall be elected for a three−year term. If the number of
Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of Directors in
each class as nearly equal as possible, and any additional Directors of any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a terra that shall coincide with the remaining term of that class, but in no case will a decrease in the
number of Directors shorten the term of any incumbent Director. A Director shall hold office until the annual meeting for the year in
which such Director’s term expires and until such Director’s successor shall be elected and shall qualify, subject, however, to prior
death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors, howsoever resulting,
may be filled by a majority of the Directors then in office, even if less than a quorum, or by a sole remaining Director. Any Director
elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class to which such Director shall have
been elected.
Notwithstanding the foregoing, whenever the holders of any one (1) or more classes or series of Preferred Stock shall have
the right, voting separately by class or series, to elect one (1) or more Directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Second
Restated Certificate of Incorporation or in any resolution or resolutions adopted by the Board of Directors providing for the issuance
of any class or series of Preferred Stock, and such Directors so elected shall not be divided into classes pursuant to this Article V of
this Second Restated Certificate of Incorporation unless expressly provided by such terms.
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007