definiens: or ( each as defined in Rule 13a-15(f ) of the Exchange Act ) in thesystem of internal control over financial reporting utilized by the Company and its Subsidiaries that hasnot been subsequently remediated ; or ( y ) any fraud that involves the Company ’s management or otheremployees who have a significant role in the preparation of financial statements or the internal controlover financial reporting utilized by the Company and its Subsidiaries, and the Company ’s principalexecutive officer and its principal financial officer have disclosed, based on their evaluation of internalcontrol over financial reporting ( as defined in Exchange Act Rules 13a-15(f ) 12 and 15(d)-15(f ) ), to the Company ’s auditors and the audit committee of the Company ’s board ofdirectors any instances of or fraud referred to inclauses ( x ) and ( y ) . The Company maintains ( as such term isdefined in Rule 13a-15(e ) under the Exchange Act ) ; such disclosure controls and procedures areeffective