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fiduciary out clause, it would have given the NCS board the opportunity to opt out of the agreement if it needed to do so to discharge its fiduciary duties to the corporation. that meant that the merger agreement was going to be approved no matter what. Omnicare brought suit. The Court of Chancery, New Castle County, Delaware, denied the injunction. Holland, Judge business purpose.' " directors' conduct to enhanced scrutiny to ensure that it is reasonable," "before the protections of the business judgment rule may be conferred." corporation and its stockholders exists if the merger transaction is not consummated. page438 With respect to the Fiduciary Duty Decision, the order of the Court of Chancery, denying plaintiffs' application for a preliminary injunction is reversed. Judgment REVERSED