Virgin Media 2006 Annual Report Download - page 223

be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the
making of a written affidavit delivered to the Corporation of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate, the Board of Directors may, in its discretion and as a condition
precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or such owner’s legal representative,
to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond or provide an
indemnity the Corporation in such sum as the Corporation may direct as indemnity against any claim that may be made against the
Corporation on account of the alleged loss, theft or destruction of such certificates or the issuance of such new certificate.
SECTION 4. TRANSFERS. Stock of the Corporation shall be transferable in the manner prescribed by applicable law, any agreement
among the stockholders of the Corporation and the Corporation (if a party), the Certificate of Incorporation and in these By−laws.
Transfers of certificated shares of stock shall be made on the books of the Corporation only by the person named in the certificate or
by such person’s attorney lawful constituted in writing and upon the surrender of the certificate therefor, properly endorsed for transfer
and payment of all necessary transfer taxes; provided however, that such surrender and endorsement or payment of taxes shall not be
required in any case in which the officers of the Corporation shall determine to waive such requirement. Every certificate exchanged,
returned or surrendered to the Corporation shall be marked “Cancelled,” with the date of cancellation, by the Secretary or Assistant
Secretary of the Corporation or the transfer agent thereof. Transfers of uncertificated shares of stock shall be made on the books of the
Corporation pursuant to such procedures as the officers of the Corporation shall determine. No transfer of stock shall be validate
against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing
from and to whom it was transferred and any other material information.
SECTION 5. DIVIDEND RECORD DATE. In order that the Corporation may determine the stockholders entitled to receive payment
of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any
change, conversion or exchange of stock, o for the purpose of any other lawful action, the Board of Directors may fix a record date,
which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall
be not more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any
such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
SECTION 6. RECORD OWNERS. The Corporation shall be entitled to recognize the exclusive right of a person registered on its
books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person
registered on its books as the owner of shares and shall not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it s have express or other notice thereof, except as otherwise required by
applicable law.
SECTION 7. TRANSFER AND REGISTRY AGENTS. The Corporation may from time to time maintain one or more transfer offices
or agencies and registry offices or agencies at such place or places as may be determined from time to time by the Board of Directors.
14
Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007