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Are the lock up provisions reasonable? Has board attempted to thwarted the bidding process by inserting lock-up provisions? YES Does Revlon apply NO Are there defensive measures NO Nothing to challenge YES Do they have fiduciary outs? Provisions struck down NO Is there a threat? NO Do they interfere with shareholders' exercise of vote? (Blasius) YES Burden on Board to prove a compelling justification. NO YES YES Provisions struck (if ex ante); recission (if ex post) (QVC) BJR applies (Lyondell) Is defensive measure reasonable and proportionate? (Unocal) Is outcome of merger predetermined? (Unitrin?) YES Burden on Board to prove fairness. (Omnicare).   NO     Burden on P to prove a breach of a duty . (Time Warner)