definiens: means any proposal for a merger or other business combination involving the Company or any of its Affiliates or any proposal or offer to acquire in any manner, directly or indirectly, an equity interest in the Company or any of its Subsidiaries or a material portion of the assets of the Company ; provided, however, that the issuance by the Company of its securities ( a ) upon exercise of outstanding Stock Options and Warrants, ( b ) pursuant to the F&F C-2 Share Rights, ( c ) pursuant to the Fulcrum Plan of Merger Amendment or ( d ) upon conversion of outstanding shares of Preferred Stock shall not be considered an 5.6 . Takeover Laws . If any or statute or other similar anti - takeover statute or regulation shall become applicable to the transactions contemplated by this Agreement or the Merger Agreement, the Company and its Board of Directors shall use their best efforts to grant such approvals and take such actions as are necessary so that the transactions contemplated by this Agreement and the Merger Agreement may be consummated as promptly as practicable on the terms contemplated hereby and thereby 52 and otherwise act to minimize the effects of any such statute or regulation on the transactions contemplated hereby and thereby