• |
promote honest and ethical conduct, including the ethical handling of
actual or apparent conflicts of interest between personal and professional relationships;
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• |
promote the full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (the “SEC”), as well as in other public
communications made by or on behalf of the Company;
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• |
promote compliance with applicable governmental laws, rules, and regulations;
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• |
deter wrongdoing; and
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• |
require prompt internal reporting of breaches of, and accountability for adherence to, this Code.
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2. |
Honest, Ethical and Fair Conduct
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• |
Act with integrity, including being honest and candid while still maintaining the confidentiality of the Company’s information where required or in the Company’s
interests.
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• |
Observe all applicable governmental laws, rules, and regulations.
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• |
Comply with the requirements of applicable accounting and auditing standards, as well as Company policies, in order to maintain a high standard of
accuracy and completeness in the Company’s financial records and other business-related information and data.
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• |
Adhere to a high standard of business ethics and not seek competitive advantage through unlawful or unethical business practices.
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• |
Deal fairly with the customers, suppliers, competitors, employees and independent contractors of the Company.
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• |
Refrain from taking advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any
other unfair-dealing practice.
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• |
Protect the assets of the Company and ensure their proper use.
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• |
Refrain from taking for themselves personally opportunities that are discovered through the use of corporate assets and refrain from using corporate
assets, information, or position for general personal gain outside the scope of employment with the Company.
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• |
Present to the Company for the Company’s consideration, prior to presentation to any other entity, any business opportunity, but only if such
opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Company and such opportunity is one the Company is legally and contractually permitted to undertake and would otherwise be
reasonable for the Company to pursue, subject to the Company’s amended and restated certificate of incorporation (as amended from time to time) in effect at such time and subject to any other fiduciary, contractual or other obligations such
officer or director may have to other entities.
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• |
Avoid conflicts of interest, wherever possible, except under guidelines or
resolutions approved by the Board of Directors (or the appropriate committee of the Board) or as disclosed in the Company’s public filings
with the SEC. Anything that would be a conflict for a person subject to this Code also will be a conflict if it is related to a member of his or her family or a close relative. Examples of conflict of interest situations include, but are
not limited to, the following:
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• |
any significant ownership interest in any target or supplier or customer of the Company or any target;
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• |
any consulting or employment relationship with any target or customer, supplier, or competitor of the Company or any target;
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• |
any outside business activity that detracts from an individual’s ability to devote appropriate time and attention to his or her responsibilities with the Company;
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• |
the receipt of any money, non-nominal gifts, or excessive entertainment
from any company with which the Company has current or prospective business dealings;
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• |
being in the position of supervising, reviewing, or having any influence on
the job evaluation, pay, or benefit of any close relative;
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• |
selling anything to the Company or buying anything from the Company, except
on the same terms and conditions as comparable officers or directors are permitted to so purchase or sell (and, in the absence of any such
comparable officer or director, on the same terms and conditions as a third party would buy or sell a comparable item in an arm’s-length transaction);
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• |
any other financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company, except as
disclosed in the Company’s public filings with the SEC; and
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• |
any other circumstance, event, relationship, or situation in which the
personal interest of a person subject to this Code interferes — or even appears to interfere — with the interests of the Company as a
whole.
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3. |
Disclosure
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• |
not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s
independent auditors, governmental regulators, self-regulating organizations, and other governmental officials, as appropriate; and
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• |
in relation to his or her area of responsibility, properly review and critically analyze proposed disclosure for accuracy and completeness.
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4. |
Compliance
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5. |
Reporting and Accountability
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• |
Notify the Chairman promptly of any existing or potential violation of this Code.
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• |
Not retaliate against any other person for reports of potential violations that are made in good faith.
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• |
The Board of Directors or Audit Committee, if one exists, will take all
appropriate action to investigate any breaches reported to it.
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• |
If the Audit Committee (if one exists) determines by majority decision that a breach has occurred, it will inform the Board of Directors.
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• |
Upon being notified that a breach has occurred, the Board by majority
decision will take or authorize such disciplinary or preventive action as it deems appropriate, after consultation with the Audit Committee
(if one exists) and/or the Company’s counsel, up to and including dismissal or, in the event of criminal or other serious violations of law, notification of the SEC or other appropriate law enforcement authorities.
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6. |
Other Policies and Procedures
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7. |
Inquiries
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