Virgin Media 2006 Annual Report Download - page 228

(e) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the
Corporation” as referred to in this Article VII;
(f) “Disinterested Director” shall mean a director of the Corporation who is not and was not a party to the matter in respect of
which indemnification is sought by the claimant; and
(g) “Independent Counsel” shall mean a law firm, a member of a law firm, or an independent practitioner, that is experienced in
matters of corporation law of the jurisdiction in which the Corporation was domiciled at the time the subject matter of the
proceedings first occurred or was made known to the Disinterested Directors and shall include any person who, under the
applicable standards of professional conduct then prevailing, would not have a conflict of interest in representing either the
Corporation or the claimant in an action to determine the claimant’s rights under this Article VII.
SECTION 12. NOTICES. Any notice, request or other communication required or permitted to be given to or made by the
Corporation under this Article VII shall be in writing and either delivered in person or sent by telecopy, telex, telegram, overnight mail
or courier service, or certified or registered mail, postage prepaid, return receipt requested, to the Secretary of the Corporation or to the
claimant at the address or facsimile number provided to the Corporation and shall be effective only upon receipt by the Secretary or
the claimant, as the case may be.
SECTION 13. LIMITATION ON INDEMNIFICATION. Notwithstanding anything contained in this Article VII to the contrary,
except for proceedings to enforce rights to indemnification (which shall be governed by Section 3 of this Article VII), the Corporation
shall not be obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal representatives) or
advance expenses in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof)
was authorized or consented to by the Board of Directors of the Corporation pursuant to Section this Article VII.
ARTICLE VIII
CORPORATE IDENTITY
SECTION 1. CONDUCT OF BUSINESS IN THE NAME OF THE CORPORATION. The Corporation shall act solely in its own
corporate name and through its own authorized officers and agents. No affiliate of the Corporation, including but not limited to
Telewest Communications Networks Limited, Telewest UK Limited and their subsidiaries, affiliates, and associated partnerships,
shall be appointed agent of the Corporation.
SECTION 2. COMMINGLING OF CORPORATE MONEY AND ASSETS. The Corporation shall not commingle any of its money
or other assets with the money or assets of any other person or entity, including but not limited to Telewest Communications Networks
Limited, Telewest UK Limited and their subsidiaries, affiliates, and associated partnerships. The Corporation shall maintain separate
accounts including, without limitation, bank accounts and custodian, securities and safekeeping accounts, in its own name. The
Corporation shall not maintain any joint bank accounts with another person or entity.
ARTICLE IX
GENERAL PROVISIONS
SECTION 1. DIVIDENDS. Dividends upon the capital stock of the Corporation, subject to the requirements of the DGCL and the
provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors out of funds legally available therefor
at any regular or special meeting of the Board of Directors (or any action by written consent in lieu thereof in accordance with these
By−laws). Dividends may be paid in cash, in property or in shares of the Corporation’s capital stock. Before payment of any dividend,
there may
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Source: VIRGIN MEDIA INVESTM, 10−K, March 01, 2007