Virgin Media 2006 Annual Report Download - page 207

same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the
liability of Directors, then the liability of a Director shall be eliminated or limited to the fullest extent authorized by the DGCL, as so
amended. Any repeal, alteration or amendment of this Article IX of this Second Restated Certificate of Incorporation or adoption of
any provision inconsistent herewith shall not adversely affect any right or protection of a Director existing at the time of such repeal,
alteration, amendment or adoption with respect to acts or omissions occurring immediately prior to such repeal, alteration, amendment
or adoption. The provisions of this Article IX of this Second Restated Certificate of Incorporation shall continue as to a person who
has ceased to he a Director and shall inure to his heirs, executors, administrators and personal and legal representatives.
ARTICLE X
ACTIONS WITH RESPECT TO BY−LAWS
In furtherance and not in limitation of the powers conferred by statute, with respect to any provision of the By−Laws of the
Corporation other than Article VIII, a majority of the entire Board of Directors, and with respect to Article VIII of the By−Laws of the
Corporation, at least sixty−six and two—thirds percent (66 2/3%) of the Board of Directors, is expressly authorized to adopt, repeal,
alter, amend or rescind the By−Laws of the Corporation. As used in this Article X of this Second Restated Certificate of Incorporation,
the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.
In addition, the By−Laws of the Corporation may be adopted, repealed, altered, amended, or rescinded by the affirmative vote of the
holders of sixty−six and two−thirds percent (66 2/3%) of the Voting Stock, voting together as a single class. “Voting Stock” shall
mean all capital stock of the Corporation authorized to be issued from time to time under Article IV of this Second Restated
Certificate of Incorporation that by its terms may be voted on all matters submitted to stockholders of the Corporation generally.
ARTICLE XI
MEETINGS OF STOCKHOLDERS
Meetings of stockholders may be held within or without the State of Delaware, as the By−Laws of the Corporation may
provide. The books of the Corporation may be kept (subject to any provision contained in the DGCL) outside the state of Delaware at
such place or places as may be designated from time to time by the Board of Directors or in the By−Laws of the Corporation.
ARTICLE XII
MODIFICATION OF CERTAIN PROVISIONS OF THIS RESTATED
CERTIFICATE OF INCORPORATION
Notwithstanding anything contained in this Second Restated Certificate of Incorporation to the contrary, the affirmative vote
of the holders of at least sixty−six and
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007