Virgin Media 2006 Annual Report Download - page 222

SECTION 11. OFFICERS’ BONDS OR OTHER SECURITY. If required by the Board of Directors, any officer of the Corporation
shall give a bond or other security for the faithful performance of such officer’s duties, in such amount and with such surety as the
Board of Directors may require.
SECTION 12. COMPENSATION. The compensation of the officers of the Corporation for their services as such officers shall be
fixed from time to time by the Board of Directors. An officer of the Corporation shall not be prevented from receiving compensation
by reason of the fact that such officer is also director of the Corporation.
SECTION 13. VOTING SECURITIES OWNED BY THE CORPORATION. Powers of attorney, proxies, waivers of notice of
meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf
of the Corporation by the President or any Vic President or any other officer authorized to do so by the Board of Directors and any
such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote
in person or by proxy at any meeting of security holders of any corporation (or take action written consent) in which the Corporation
may own securities and at any such meeting (or when taking such action by written consent) shall possess and may exercise any and
all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have
exercised and possessed if present (or in its action by written consent). The Board of Directors may, by resolution, from time to time
confer like powers upon any other person or persons.
ARTICLE V
STOCK
SECTION 1. FORM OF CERTIFICATES. Pursuant to Section 158 of the Delaware General Corporation Law (the “DGCL”), except
as otherwise required by applicable law or as the officers of the Corporation shall determine, all shares of common stock of the
Corporation shall be in book entry form only. If any certificate is to be issued to a holder by the Corporation, such certificate shall be
signed, by, or in the name of the Corporation by the (a) Chairman o Vice Chairman of the Board of Directors, the President or a Vice
President of the Corporation and (b) Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation,
certifying the number of shares owned by such stockholder in the Corporation. If the Corporation shall be authorized to issue more
than one class of stock or more than one series of any class, the designations, preferences and relative, participating, optional o other
special rights of each class of stock or series thereof and the qualifications, limitations or restriction of such preferences and/or rights
shall be set for in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or
series of stock, or in the case of uncertificated shares of stock, in the notice sent pursuant to Section 151(f) of the DGCL; provided
that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the
face or back of the certificate which the Corporation shall issue to represent such class or series of stock, or in the case of
uncertificated shares of stock, in the notice sent pursuant to Section 151(f) of the DGCL, a statement that the Corporation will furnish
without charge to each stockholder who so requests the designations, preferences and relative, participating, optional or other special
rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.
SECTION 2. SIGNATURES. Any or all of the signatures on a certificate may be a facsimile. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were such
officer, transfer agent or registrar at the date of issue.
SECTION 3. LOST CERTIFICATES. The Board of Directors may direct a new certificate to
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007