Question: Seven Springs Farm Inc is a Pennsylvanian corporation that owns
Seven Springs Farm, Inc., is a Pennsylvanian corporation that owns and operates a 5,000-acre, year-round resort, with both skiing facilities and a conference center. The shareholders signed an agreement, providing that no stockholder "shall transfer, assign, sell, pledge, hypothecate, mortgage, alienate or in any other way encumber or dispose of all or any part of his stock in the Corporation . . . without first giving to all other Stockholders and the Corporation at least 30 days written notice . . . of his intention to make a disposition of his stock. . . . Within the 30 day period a special meeting of all of the Stockholders shall be called by the Corporation. . . . At such meeting all the stock of the Stockholders...shall be offered for sale and shall be subject to an option to purchase or to retire on the part of the Corporation, which option shall be exercised, if at all, at the time of such meeting. . . ." In 1998, two-thirds of the shareholders voted to merge the corporation with Booth Creek Ski Holding, Inc. Due to the merger, the existing shares of Seven Springs would be "converted" into the right to receive cash and certain deferred cash payments. The dissenting shareholder, Lynda Croker, sought to purchase the shares of the shareholders who approved the merger, arguing that the merger with Booth Creek invoked the shareholders' right of first refusal. Was Croker correct?
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