How long does Benihana have to make a ROFR Decision after receiving a written offer from a franchisee for a Controlling Ownership Interest?

According to Benihana's 2024 Franchise Disclosure Document, if a franchisee receives a bona fide offer from a third party to purchase a controlling ownership interest, Benihana has a right of first refusal. Specifically, Benihana has 30 days after receiving the written offer from the franchisee to either accept the offer or waive their right of first refusal. This decision is referred to as the "ROFR Decision."

Benihana must communicate its ROFR Decision to the franchisee in writing. If Benihana fails to communicate its decision within the 30-day period, it will be considered to have waived its right of first refusal. This ensures that the franchisee is not left in a state of uncertainty for an extended period and can proceed with the sale to the third party if Benihana does not exercise its right.

If Benihana exercises its right of first refusal and accepts the offer, the closing date for the purchase will be determined by Benihana. This date will be either the closing date specified in the agreement between the franchisee and the proposed transferee or 45 days from Benihana's acceptance, whichever is later. This allows Benihana sufficient time to prepare for the acquisition while also considering the original terms of the agreement.