What legend must be printed on certificates representing outstanding voting securities for a Clear Pest Pros franchisee corporation?
Clear_Pest_Pros Franchise · 2025 FDDAnswer from 2025 FDD Document
The legal entity, if a corporation, shall maintain stop transfer instructions against the transfer on its records of any securities with voting rights subject to the restrictions of this Section and shall cause all certificates representing outstanding voting securities to be surrendered for reissuance and cause all certificates for voting securities in the future to be issued with this legend printed conspicuously upon the face of each certificate: "The transfer of this certificate and the shares it represents is subject to the terms and conditions of a certain Franchise Agreement with Safer Home Services International, LLC.
Reference is made to that Agreement and to certain restrictive provisions of the Articles and by-laws of this corporation."
Source: Item 22 — CONTRACTS (FDD pages 67–68)
What This Means (2025 FDD)
According to Clear Pest Pros's 2025 Franchise Disclosure Document, if a franchisee's legal entity is a corporation, it must adhere to specific instructions regarding the transfer of voting securities. The corporation must maintain stop transfer instructions to prevent the transfer of any securities with voting rights that are subject to the restrictions outlined in the franchise agreement.
Furthermore, all certificates representing outstanding voting securities must be surrendered for reissuance. Going forward, all new certificates for voting securities must include a specific legend printed conspicuously on the face of each certificate. This legend states: "The transfer of this certificate and the shares it represents is subject to the terms and conditions of a certain Franchise Agreement with Safer Home Services International, LLC. Reference is made to that Agreement and to certain restrictive provisions of the Articles and by-laws of this corporation."
This requirement ensures that any potential transfer of ownership or control is subject to the franchisor's approval and the terms of the franchise agreement. This protects Clear Pest Pros's interests by maintaining control over who becomes a franchisee and ensuring compliance with the franchise agreement's terms. The legal entity also acknowledges that these transfer restrictions are reasonable and necessary to protect the Clear Pest Pros system, trademarks, confidential information, reputation, and image, benefiting both the franchisor and all other Clear Pest Pros franchisees. Additionally, the legal entity is restricted from conducting any business operations outside of the Clear Pest Pros Business through that entity.