Virgin Media 2006 Annual Report Download - page 224

ARTICLE VI
NOTICES
SECTION 1. NOTICES. Whenever written notice is required by applicable law, the Certificate of Incorporation or these By−laws, to
be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director,
member of a committee or stockholder, at such person’s address as it appears on the records of the Corporation, with postage thereon
prepaid, and such notice shall be deemed to be given at the when the same shall be deposited in the United States mail. Written notice
may also be given personally or by telegram, telex, cable or facsimile transmission.
SECTION 2. WAIVERS OF NOTICE. Whenever any notice is required by applicable law, the Certificate of Incorporation or these
By−laws, to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by or on behalf of the
person or persons entitled to said notice, or a waiver by electronic transmission by or on behalf of the person or persons entitled to said
notice, whether before or after the time stated there shall be deemed equivalent thereto. Attendance of a person at a meeting, present in
person or represented by proxy, shall constitute a waiver of notice o such meeting, except where the person attends the meeting for the
express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully
called or convened. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of stockholders or any
regular or special meeting of the directors or members of a committee of directors need be specified in any written waiver of notice
unless so required by applicable law, the Certificate of Incorporation or these By−laws.
ARTICLE VII
INDEMNIFICATION OF DIRECTORS AND OFFICERS
SECTION 1. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS OTHER THAN THOSE BY OR IN THE
RIGHT OF THE CORPORATION. Each person who was or is a party or is threatened to be made a party to or is involved in any
threatened, pending or completed action suit, or proceeding, whether civil, criminal, administrative or investigative (hereinafter a
“proceeding”), other than an action by or in the right of the Corporation, by reason of the fact that such person or a person of whom
such person is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise,
whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the
fullest extent authorized by the DGCL as the same exists or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits Corporation to provide broader indemnification rights than the DGCL permitted the
Corporation to provide immediately prior to such amendment) if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the Corporation, and, with re to any criminal action or proceeding,
had no reasonable cause to believe such person’s conduct was unlawful and the termination of any proceeding by judgment, order,
settlement, conviction, or upon a plea of novo contender or its equivalent, shall not, of itself, create a presumption that the person did
no act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the
Corporation, and, with respect any criminal action or proceeding, had reasonable cause to believe that such person’s conduct was
unlawful, against all expense, liability and loss (include attorneys’ fees, judgments, fines or penalties and amounts paid or to be paid in
settlement) actually and reasonably incurred or suffered by such person i connection therewith, and such indemnification shall
continue as to a person who has ceased to be a director, officer, employee or agent and shall inure the benefit of such person’s heirs,
executors, administrators and legal representatives.
SECTION 2. POWER TO INDEMNIFY IN ACTIONS, SUITS OR PROCEEDINGS BY OR IN THE RIGHT OF THE
CORPORATION. Subject to Section 3 of this Article VII, the
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007