Virgin Media 2006 Annual Report Download - page 227

not specified in this Article VII but whom the Corporation has the power or obligation to indemnify under the provisions of the DGCL
or otherwise.
SECTION 8. INSURANCE. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director,
officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any
expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense,
liability or loss under the DGCL. To the extent that the Corporation maintains any policy or policies providing such insurance, each
such director or officer, and each such employee or agent to which rights to indemnification have been granted as provided in Section
9 of this Article VII, shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the
coverage thereunder for any such director, officer, employee or agent.
SECTION 9. EMPLOYEES AND AGENTS. The Corporation may, to the extent authorized from time to time by the Board of
Directors, grant rights to indemnification, and, subject to applicable law, rights to be paid by the Corporation the expenses incurred in
defending any proceeding in advance of its final disposition, to any employee or agent of the Corporation to the fullest extent of the
provisions of this Article VII with respect to the indemnification and advancement of expenses of directors and officers of the
Corporation.
SECTION 10. SAVINGS CLAUSE. If any provision or provisions of this Article VII shall be held to be invalid, illegal or
unenforceable for any reason whatsoever:
(a) the validity, legality and enforceability of the remaining provisions of this Article VII (including, without limitation, each
portion of any paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable, that is
not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and
(b) to the fullest extent possible, the provisions of this Article VII (including, without limitation, each such portion of any
paragraph of this Article VII containing any such provision held to be invalid, illegal or unenforceable) shall be construed so
as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
SECTION 11. DEFINITIONS. For purposes of this Article VII and no other Article or provision in the Certificate of Incorporation or
these By−laws:
(a) references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including
any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of
such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such
constituent corporation as a director, officer, employee or agent of another corporation, partnership joint venture, trust or
other enterprise shall stand in the same position under the provisions of this Article VII with respect to the resulting or
surviving corporation as such person would have with respect to such constituent corporation if its separate existence had
continued;
(b) the term “another enterprise” as used in this Article VII shall mean any other corporation or any partnership, joint venture,
trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a
director, officer, employee or agent;
(c) references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan;
(d) references to “serving at the request of the Corporation” shall include, among other matters, any service as a director, officer,
employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect
to an employee benefit plan, its participants or beneficiaries;
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007