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Must Dryject's written consent be obtained prior to the transfer of securities by existing stockholders?

Dryject Franchise · 2025 FDD

Answer from 2025 FDD Document

  • (viii) You shall not issue any additional stock, membership, or interests in You and no individual with ownership interest in You shall transfer, assign or pledge any ownership interest in You without Our prior written consent, which shall not be unreasonably withheld, and a legend setting forth such restriction on transfers shall be contained in the business entity's organizational and governing documents and other appropriate documents such as certificates and stocks. In giving Our consent, We shall have the right

Source: Item 8 — BUSINESS RELATIONSHIP (FDD pages 68–229)

What This Means (2025 FDD)

According to Dryject's 2025 Franchise Disclosure Document, if the franchisee is a business entity, Dryject's prior written consent is required before any individual with ownership interest in the entity can transfer, assign, or pledge their ownership interest. This consent will not be unreasonably withheld. Furthermore, the business entity's organizational documents, such as certificates and stocks, must include a legend that sets forth this restriction on transfers.

This requirement ensures that Dryject maintains control over who its franchisees are, even indirectly through the ownership of the business entity that holds the franchise. By requiring consent, Dryject can vet potential new owners to ensure they meet the company's standards for franchisees. This protects the brand's reputation and the interests of other franchisees in the system.

For a prospective Dryject franchisee, this means that if you plan to operate the franchise through a corporation, LLC, or other business entity, you and your co-owners will need to get Dryject's approval before making any changes to the ownership structure. This could impact your ability to sell shares in your company or bring on new investors without Dryject's consent. Franchisees should factor this restriction into their long-term business and financial planning.

It is important to note that Dryject states that its consent will not be unreasonably withheld. However, franchisees should still be prepared to provide Dryject with all necessary information about potential transferees and to address any concerns the company may have. Understanding these restrictions upfront is crucial for managing ownership and investment within the Dryject franchise.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.