Virgin Media 2006 Annual Report Download - page 206

ARTICLE VI
REMOVAL OF DIRECTORS
Any or all of the Directors may be removed from office at any time, but only for cause and only by the affirmative vote of the
holders of sixty−six and two−thirds percent (66 2/3 %) of the outstanding shares of the Corporation then entitled to vote generally in
the election of Directors, considered for purposes of this Article VI of this Second Restated Certificate of Incorporation as one (1)
class. Notwithstanding the previous sentence, whenever the holders of any class or series of Preferred Stock are entitled to elect one
(1) or more Directors by the resolution or resolutions providing for the issuance of any class or series of Preferred Stock, this Article
VI of this Second Restated Certificate of Incorporation shall apply, in respect of the removal of a Director or Directors so elected, to
the vote of the holders of the outstanding shares of that class or series of Preferred Stock and not to the vote of the outstanding shares
as a whole.
ARTICLE VII
PROHIBITION ON ACTIONS BY WRITTEN CONSENT OF STOCKHOLDERS
Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken only upon the
vote of the stockholders at an annual or special meeting duly noticed and called, as provided in the By−Laws of the Corporation, and
may not be taken by a written consent of the stockholders pursuant to the DGCL. Notwithstanding the previous sentence, if the
resolution or resolutions providing for the issuance of any class or series of Preferred Stock permit action to be taken by written
consent in accordance with the DGCL, such class or series of Preferred Stock shall be permitted to take action by written consent.
ARTICLE VIII
SPECIAL MEETINGS OF STOCKHOLDERS
Except as otherwise expressly set forth in this Second Restated Certificate of Incorporation or in the resolution or resolutions
providing for the issuance of any class or series of Preferred Stock, special meetings of the stockholders of the Corporation for any
purpose or purposes may be called at any time solely by a majority vote of the Board of Directors (or a duly constituted committee
thereof), the Chairman of the Board of Directors or the President. Special meetings of the stockholders of the Corporation may not be
called by any other person or persons.
ARTICLE IX
LIMITATION ON LIABILITY
No Director shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of
fiduciary duty as a Director, except to the extent such elimination from liability or limitation thereof is not permitted under the DGCL
as the
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007