Does the B Bops company have to approve a transfer of development rights if the conditions are met?

any third person. Company shall not unreasonably withhold its consent to any transfer when requested, provided that such transfer complies with the following requirements that may be applicable to the particular type of transfer:

• A. Transfer to Successor Entity. If Franchisee is an individual and desires to transfer the Franchise to a partnership, corporation or limited liability company, Company will not unreasonably withhold its consent to such transfer upon satisfaction of the following conditions: (i) such entity shall comply with each of the requirements specified in Section 20 hereof pertaining to ownership of the Franchise by a an entity; (ii) Franchisee shall be the owner of a majority of the equity and voting securities or interests issued by such entity; (iii) Franchisee shall be the principal executive of such entity; (iv) all accrued money obligations of Franchisee to Company shall be satisfied prior to the transfer and Franchisee shall otherwise be in full compliance with the terms of this Agreement; and (v) the entity agrees,

in writing satisfactory to Company, to assume all Franchisee's obligations hereunder. Any assignment to an entity as provided herein shall not release Franchisee from any obligations imposed by this Agreement and Franchisee shall remain liable for all such obligations.

• B. Death or Disability of Franchisee. In the event of death or permanent mental or physical disability of Franchisee, or any partner, shareholder or member owning a controlling interest in Franchisee, the legal representative of Franchisee, or such partner, shareholder or member thereof, together with all surviving partners, shareholders or members, if any, jointly, shall, within six (6) months of such event apply in writing for the right to transfer the Franchise, or the controlling ownership interest of the deceased or disabled partner, shareholder or member in Franchisee, to such person or persons as the legal representative may specify. Consent to such transfer (including transfers by devise or inheritance) will not unreasonably be withheld by Company, provided that Company may in its discretion require that such transfer comply with one or more of the conditions set forth in Section 19(C) hereof, except that: (i) payment of the transfer fee shall not be required; and (ii) the legal representative need not comply with Company's right of first refusal if the transferee is a member of the immediate family of Franchisee or to a member of the immediate family of the deceased or disabled partner, shareholder or member. If the legal representative and any surviving partners, shareholders or members fail to comply with the provisions of this Section 19(B), or do not propose a transferee acceptable to Company, this Agreement and the Franchise granted hereunder may be terminated in accordance with the provisions of Section 23 hereof. Any transfer of a noncontrolling ownership interest in Franchisee upon the death or disability of a partner, shareholder or member shall be deemed approved by Company upon receipt by Company of written notice of such transfer.
• C. Other Transfers. Company will not unreasonably withhold its consent to any transfer not falling within the scope of Sections 19(A) or 19(B) above, provided that Company may in its discretion require that one or more of the following conditions be satisfied prior to, or concurrently with, the effective date of such transfer:
  • (1) The transferee shall be of good moral character and reputation, have the financial capacity to own and operate the Franchise, have business and professional qualifications reasonably acceptance to Company and otherwise meet Company's then current standards for franchisees. Franchisee shall provide Company with such information as Company may reasonably require to make such a determination regarding the proposed transferee.
  • (2) The transferee or such individual as will be responsible for management of the Franchise shall have successfully completed the training course then in effect for new franchisees (for which Company shall be entitled to impose a reasonable charge);
  • (3) The transferee, including such partners or shareholders thereof as Company may direct, shall jointly and severally execute one of the following (as Company may direct):

• (a) a written assignment and assumption agreement, in a form satisfactory to Company, whereby the transferee assumes all of Franchisee's obligations under this Agreement; or
• (b) the standard form of franchise agreement then being used by Company to grant new franchises; provided, however, that the term of such agreement shall be for the unexpired portion of the Term of this Agreement and that no greater payments than those required by Sections 9(B) and 9(C) of this Agreement shall be required.

Source: Item 23 — RECEIPTS (FDD pages 53–145)