Under what conditions must Apricot Lane decline its right of first refusal before a transfer can be approved?

a controlling interest in the Franchised Business or the FRANCHISEE (a controlling interest being the largest ownership interest even if not a majority interest), or is one of a series of transfers which in the aggregate constitute or will effect such a transfer or a change in the controlling interest, all of the following conditions must be met prior to, or concurrently with, the effective date of the transfer:

• 1. FRANCHISOR must have declined its right of first refusal under Section 20.F below;
• 1. The transferee must have sufficient business experience, aptitude and financial resources to operate the Franchised Business in the judgment of FRANCHISOR;
• 1. FRANCHISEE must pay all amounts owed to FRANCHISOR or to any of its affiliates, which are then owed and unpaid;
• 1. The transferee and its proposed managers must complete FRANCHISOR's training program to FRANCHISOR's satisfaction;
• 1. The transferee must, at FRANCHISOR's election, either assume this Agreement in writing or execute FRANCHISOR's then-current standard franchise agreement (which may provide for higher fees, expenditures, duration, and different rights and obligations than are provided in this Agreement), provided, however, that the term thereof shall not be greater than the remaining term of this Agreement;
• 1. FRANCHISEE or the transferee must pay FRANCHISOR a transfer fee of Thirty Thousand Dollars ($30,000);
• 1. FRANCHISEE and its owners must execute a general release, in form satisfactory to FRANCHISOR, of any and all claims, whether known or unknown, against FRANCHISOR, any affiliates of FRANCHISOR and their respective shareholders, officers, directors, employees, agents, successors and assigns;
• 1. FRANCHISOR must approve the material terms and conditions of the transfer, including, without limitation, that the price and terms of payment are not so burdensome as to affect adversely the operation of the Franchised Business by the transferee, which approval shall not be unreasonably withheld;

Source: Item 23 — RECEIPTS (FDD pages 51–222)