Item 8.01 Other Events.

On September 30, 2022, the Company delivered a letter (the "Letter") to Thrivent Asset Management, LLC and its affiliates (collectively, "Thrivent") approving its request to be permitted under the Company's Rights Agreement dated as of February 12, 2008 to increase its beneficial ownership to in excess of 4.9% of the Company's outstanding shares of common stock. Such approval is conditioned upon, and subject to Thrivent: (i) not increasing its beneficial ownership to in excess of 9.9% of the Company's outstanding shares of common stock; (ii) remaining continuously eligible to report its beneficial ownership of the Company's common stock on Schedule 13G; and (iii) increasing its beneficial ownership to in excess of 4.9% of the Company's outstanding shares of common stock, if at all, on or before the twelve month anniversary of the date of the Letter.

Furthermore, in the event that Thrivent reduces its beneficial ownership to below 4.9%, the approval granted pursuant to the Letter shall immediately terminate and Thrivent would need to obtain a new approval from the Company's Board of Directors before seeking to again increase its beneficial ownership to in excess of 4.9% of the Company's outstanding shares of common stock.

A copy of the Letter is attached to this Current Report on Form 8-K as Exhibit 99.1, and is incorporated herein by reference as if fully set forth herein. The foregoing summary description of the Letter is not intended to be complete and is qualified in its entirety by the complete text of the Letter.

Item 9.01. Financial Statements and Exhibits





(d) Exhibits.



Exhibit  Description
  99.1     Letter to Thrivent Asset Management, LLC dated September 30, 2022.
104      Cover Page Interactive Data File (embedded within the Inline XBRL document).

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