and proportionately in adopting the Note Purchase Rights Plan in the face of a demonstrably inadequate offer of $45 per share, particularly since it retained the flexibility to redeem the rights in the event an acceptable offer should later appear and since the effect of such an action was to create bargaining leverage that resulted in significantly more favorable offers. It reached the same conclusion with respect to the exchange offer, for many of the same reasons. However, a different legal standard applied once the board authorized the negotiations of a merger with Forstmann, the break-up of the company or its sale to one suitor or another became inevitable, and the board clearly recognized that the company was for sale. Now it was no longer charged with protecting the shareholders and the corporate entity from perceived threats to its ability to continue to perform, but instead became obligated to the maximize the company's immediate monetized value for the benefit of shareholders. It was this new and far more narrow duty that the Revlon directors were found to have violated. By having agreed to structure the most recent Forstmann transaction in a way that effectively destroyed the ongoing bidding contest between Forstmann and Pantry Pride, the Revlon board was held to have acted contrary to its newly acquired, auctioneer-like obligation to pursue and secure the highest purchase price available for shareholders. The Court was not swayed by defendants' claims that its concessions to Forstmann in fact resulted in a higher price than would otherwise have been available, while simultaneously enhancing the interests of noteholders by shoring up the sagging market for its outstanding notes. As to the former, the Court noted that the price ultimately offered by Forstmann was not materially better than what was already on the table from Pantry Pride once the time value of money was taken into account.(Acceptance of the Pantry Pride tender offer would have resulted in immediate payment to the Revlon stockholders. The Forstmann deal contemplated a delay in payment pending shareholder approval and consummation of the merger, thus, in the Courts view, erasing most if not all of the $1 face value difference in price.) Thus, the board ended the auction with very little actual improvement in the final bid. As to the claim of having benefitted the noteholders, the Court held that the primary beneficiaries of the decision to lock-up the Forstmann offer