What section of the Bambu Franchise Disclosure Document discusses Bambu's Right of First Refusal?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
Bambu's consent to one transfer shall not constitute consent or approval to any subsequent transfer.
- 17.4 Right of First Refusal.
Franchisee grants to Bambu a 30-day right of first refusal to purchase such rights, interest or assets on the same terms and conditions as are contained in the written notice set forth in Section 17.2.d; provided, however, the following additional terms and conditions shall apply:
a. the right of first refusal will be effective for each proposed transfer and any material change in the terms or conditions of the proposed transfer shall be deemed a separate offer on which Bambu shall have a new 30-day right of first refusal;
b. the 30-day right of first refusal period will run concurrently with the period in which Bambu has to approve or disapprove the proposed transferee; and
c. if the consideration or manner of payment offered by a proposed transferee is such that Bambu may not reasonably be required to furnish the same, then Bambu may purchase the interest which is proposed to be sold for the reasonable cash equivalent.
If the parties cannot agree within a reasonable time on the cash consideration, such fair market value will be determined by three independent appraisers who collectively will conduct one appraisal.
Bambu will appoint one appraiser, Franchisee will appoint one appraiser and those appraisers will appoint the third appraiser.
Bambu and Franchisee will select their respective appraisers within 15 days after Bambu notifies Franchisee that Bambu is exercising the right of first refusal under this Section 17.4.
The two appraisers will appoint the third appraiser within 15 days after the date on which the last of the appointed appraisers is appointed.
Bambu and Franchisee will each bear the cost of their own appraiser and share equally the fees and expenses of the third appraiser.
Bambu and Franchisee will instruct the three appraisers to complete the appraisal within 30 days after the third
appraiser's appointment. If Bambu chooses not to exercise its right of first refusal, Franchisee shall be free to complete the transfer subject to compliance with Sections 17.2 and 17.3 under the terms and conditions of the proposal transfer.
- 17.5 Specific Types of Transfers.
Franch
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to the 2025 Bambu Franchise Disclosure Document, Section 17.4 outlines Bambu's Right of First Refusal. This clause grants Bambu the option to purchase a franchisee's rights, interests, or assets under the same terms and conditions as a proposed third-party buyer. Bambu has 30 days to exercise this right. Any material changes to the terms of a proposed transfer restarts the 30-day right of first refusal period.
If the proposed transfer involves non-cash consideration that Bambu cannot reasonably match, Bambu can purchase the interest for a reasonable cash equivalent. If Bambu and the franchisee disagree on the cash equivalent, three independent appraisers will determine the fair market value. Each party appoints one appraiser, and those two appraisers select a third. Bambu and the franchisee each cover the cost of their own appraiser and equally share the expenses for the third appraiser. The appraisers have 30 days to complete the appraisal after the third appraiser is appointed.
If Bambu decides not to exercise its right of first refusal, the franchisee is then permitted to proceed with the transfer, provided they comply with Sections 17.2 and 17.3 of the franchise agreement and adhere to the terms and conditions of the proposed transfer. This right ensures that Bambu retains control over who enters the franchise system and under what terms.