インサイダー取引規制
ATTENTION: Insider trading laws are complex and vary from jurisdiction to jurisdiction. As a result, certain Digital Edge subsidiaries may have their own stand-alone specific Insider Trading Policy (a “Specific Policy”) designed to comply with applicable law in the relevant jurisdiction. If you work for a Digital Edge subsidiary that has a Specific Policy, then you must follow such Specific Policy and this General Policy; in the event of a conflict, you must follow the stricter of the two policies.
- STATEMENT SUMMARY
- STATEMENT APPLICATION & DEFINITIONS
- Securities: This General Policy applies to “Securities.” Securities are common stock, preferred stock, options to purchase stock, warrants, convertible debt and/or derivative securities.
- “Company Securities” are Securities in the Company.
- “Covered Third Party Securities” are Securities of an entity with which we are doing or may do business, such an acquisition target, customer, vendor to supplier, or joint venture partners.
- Insiders: This General Policy applies to any “Insider.” Insiders include (a) members of our Board of Directors, corporate officers, and 10% stockholders; and (b) employees and consultants to Digital Edge or other persons associated with Digital Edge, including distributors, sales agents or other partners that may, in the course of their work with Digital Edge, receive access to confidential, Material Non-Public Information; and (c) household and immediate family members of those listed in (a) and (b) above, as well as family members whose Securities transactions are directed by an Insider or subject to an Insider’s influence or control. Insiders include not only individuals, but also trusts or entities controlled by such Insiders.
- Material Non-Public Information. Material Non-Public Information means information that is not known to persons outside Digital Edge and that could be relied upon or considered significant to an investor making a decision to buy or sell either our Company Securities or Covered Third Party Securities. It may be positive or negative.
- It is impossible to define all Material Non-Public Information, but it typically includes, without limitation (a) financial results, (b) future earnings or losses, (c) news of a pending or proposed sale, merger, acquisition, divestiture, or joint venture, (d) impending bankruptcy or financial liquidity problems, (e) major changes in senior management, (f) stock dividends or splits, (g) new equity or debt offerings, (h) contracts that are pending or being discussed, (i) regulatory approvals, (j) business plans, and (k) potential claims.
- No Insider may buy or sell Company Securities at any time when they have Material Non-Public Information relating to Digital Edge.
- No Insider may buy or sell Covered Third Party Securities at any time when they have Material Non-Public Information relating to such third party that was obtained through their position at Digital Edge.
- No Insider may buy or sell Company Securities except after obtaining pre-clearance from the Policy Representative and in compliance with applicable laws (e.g., SEC Rule 10b-5). This applies to all Company Securities, including those of all Digital Edge subsidiaries.
- No Insider may engage in short sales of Company Securities.
- No Insider may buy or sell put options, call options, or other derivatives of Company Securities.
- No Insider may directly or indirectly disclose Material Non-Public Information to any third parties, including family members, or make recommendations or express opinions on the basis of Material Non-Public Information with regard to trading Securities.
- No Insider who receives or has access to our Material Non-Public Information may comment on price movement in Company Securities or rumors of other corporate developments that are of possible significance to the investing public, unless it is part of his/her job description (e.g., Investor Relations) or he/she gets prior express authority from the Policy Representative.
- No Insider may buy or sell Company Securities during any Black-Out Periods. This applies until the end of the first Black-Out Period after termination of employment or other relationship with Digital Edge. A “Black-Out Period” is the period commencing 20 days prior to release of quarterly or annual financial results and ending three full trading days thereafter. In addition, a “Black-Out Period” includes any time you have Material Non-Public Information and continues for three full trading days after such information becomes public (e.g., a press release, interim earnings guidance). Additional Black-Out Periods are not announced, but you will be informed if an additional Black-Out Period exists when you seek pre-clearance of a transaction in Company Securities.
- If you have engaged in or are aware of an actual or potential violation of this General Policy, you should immediately contact the Policy Representative.