An agreement of a closely held corporation restricting the disposition of stock by family stockholders is not triggered by a “cash-out merger,” since the term “merger” was not explicitly used in the agreement, a severely split en banc Superior Court ruled in Seven Springs Farm Inc. v. Crocker.

Pennsylvania corporation law disfavors agreements restricting the transfer of stock, requiring them to be strictly construed, said Judge Michael Eakin, joined by Judges Joseph A. Hudock, Zoran Popovich and Kate Ford Elliott.

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