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SEC Filings

425
FIDELITY NATIONAL INFORMATION SERVICES, INC. filed this Form 425 on 05/17/2019
Entire Document
 


(o) Capitalization and Other Capital Stock Matters. At March 31, 2019, on an as adjusted basis after giving effect to the issuance and sale of the Securities pursuant hereto and the use of proceeds from the sale of the Securities as set forth in each of the Registration Statement, the Prospectus and the Time of Sale Information under the caption “Use of Proceeds,” the Company would have had, on a consolidated basis, an authorized and outstanding capitalization as set forth in each of the Registration Statement and the Prospectus under the caption “Capitalization.”

(p) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its Significant Subsidiaries is (i) in violation of its charter, bylaws or other constitutive document or (ii) in default (or, with the giving of notice or lapse of time, would be in default) (“Default”) under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its Significant Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its Significant Subsidiaries is subject (each, an “Existing Instrument”), except, in the case of clause (ii) above, for such Defaults as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. The Company’s execution, delivery and performance of this Agreement and the Indenture, and the execution, issuance and delivery of the Securities, and consummation of the transactions contemplated hereby and thereby and by each of the Registration Statement, the Prospectus and the Time of Sale Information (x) have been duly authorized by all necessary corporate action and will not result in any violation of the provisions of the charter, bylaws or other constitutive document of the Company, (y) will not conflict with or constitute a breach of, or Default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change and (z) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company except for such violations as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency is required for the Company’s execution, delivery and performance of this Agreement or the Indenture, or the execution, issuance and delivery of the Securities, or consummation of the transactions contemplated hereby and thereby and by each of the Registration Statement, the Prospectus and the Time of Sale Information, except (A) such as have been obtained or made by the Company and are in full force and effect, (B) such as may be required by the securities laws of the several states of the United States or provinces of Canada or other foreign jurisdictions in connection with the purchase and distribution of the Securities by the Underwriters , (C) such as may be required in connection with any listing of the

 

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