definiens: ( as defined inRules 13a-15(e ) and 15d-15(e ) under the Exchange Act ) as required by Rules 13a-15 and 15d-15 of the Exchange Actthat are designed and maintained to ensure that ( i ) all information ( both financial and non - financial ) required to bedisclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported to the individuals responsible for preparing such reports within the time periods specified inthe rules and forms of the SEC and ( ii ) all such information is accumulated and communicated to the Company’smanagement as appropriate to allow timely decisions regarding required disclosure and to make the certifications ofthe principal executive officer and principal financial officer of the Company required under the Exchange Act andSections 302 and 906 of the Sarbanes - Oxley Act with respect to such reports