Virgin Media 2010 Annual Report Download - page 39

trading volume, currency and exchange rate fluctuations, market conditions in the industry and the general state
of the securities markets and the market for telecommunications stocks, governmental legislation or regulation
and rumors of private equity interest in our Company.
Sales of stock by stockholders in the Company may decrease the price of the common stock.
A number of our stockholders have large holdings of our stock. Sales by any stockholders of a substantial
amount of the Company’s common stock may significantly reduce the market price of the common stock of the
Company. Moreover, a perception that these stockholders might sell significant amounts of such common stock
could depress the trading price of the Company’s common stock for a considerable period. Sales of the
Company’s common stock, and the possibility of these sales, could make it more difficult for the Company to
sell equity, or equity related securities, in the future at a time, and price, that it considers appropriate.
Provisions of our debt agreements, our stockholder rights plan, our certificate of incorporation, Delaware law
and our contracts could prevent or delay a change of control of us.
We may, under some circumstances involving a change of control, be obligated to repurchase substantially
all of our outstanding senior notes and convertible senior notes, and repay our outstanding indebtedness under
our senior credit facility and other indebtedness. We or any possible acquirer may not have available financial
resources necessary to repurchase those notes or repay that indebtedness in those circumstances.
If we or any possible acquirer cannot repurchase those notes or repay our indebtedness under our senior
credit facility and other indebtedness in the event of a change of control of us, the failure to do so would
constitute an event of default under the agreements under which that indebtedness was incurred and could result
in a cross-default under other indebtedness that does not have similar provisions. The threat of this could have
the effect of delaying or preventing transactions involving a change of control of us, including transactions in
which our stockholders would receive a substantial premium for their shares over then current market prices, or
otherwise which they may deem to be in their best interests.
Our stockholder rights plan, some provisions of our certificate of incorporation and our ability to issue
additional shares of common stock or preferred stock to third parties without stockholder approval may have the
effect, alone or in combination with each other, of preventing or making more difficult transactions involving a
change of control of us. We are subject to the Delaware business combinations law that, subject to limited
exceptions, prohibits some Delaware corporations from engaging in some business combinations or other
transactions with any stockholder who owns 15% or more of the corporation’s outstanding voting stock, for three
years following the date that the stockholder acquired that interest. The terms of certain of our existing
agreements relating to changes of control may also have the effect of delaying or preventing transactions
involving a change of control of us.
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