Can B Bops unreasonably withhold consent to a transfer of the franchise after the death or disability of the 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.

Source: Item 22 — CONTRACTS (FDD page 53)