Tennessee Preferential Purchase Right Notice / Waiver Under Operating Agreement In Tennessee, the Preferential Purchase Right Notice / Waiver under an Operating Agreement refers to a provision included in the operating agreement of a limited liability company (LLC). This provision grants members of the LLC the right to purchase additional company interests before they are offered to third parties. It allows members to maintain their ownership percentage and protect their investment in the company. This preferential purchase right provision ensures that members have the opportunity to acquire any additional company interests that are being sold by other members or offered to outsiders. By exercising their preferential purchase right, members can increase their ownership stake and maintain control over the company's direction and decision-making processes. The Preferential Purchase Right Notice / Waiver provision typically outlines the mechanism for notifying the members when a fellow member intends to sell their interests. It sets a process and timeline for offering the interests to existing members, giving them the option to purchase the shares at a predetermined price or based on mutually agreed terms. If a member decides to exercise their preferential purchase right, they must notify the selling member within the specified timeframe. While the primary purpose of the Preferential Purchase Right Notice / Waiver provision is to protect members' interests, LLC operating agreements may include variations or additional types of preferential purchase right notices or waivers. Some common variations could include: 1. Partial Waiver: A provision allowing members to waive their preferential purchase rights partially. This means that they still have the ability to exercise the right but may choose not to do so in certain situations. 2. Full Waiver: An operating agreement provision where members entirely waive their preferential purchase rights. This could be done to facilitate the company's expansion or meet specific financing requirements. 3. Waiver for Transfers to Certain Parties: This provision allows a member to waive their preferential purchase rights when transferring interests to specific entities or individuals, such as family members or trusted business partners. It's essential for LLC members to carefully review and understand the Preferential Purchase Right Notice / Waiver provision within their operating agreement. This provision helps maintain fairness among members and enables them to protect their investments by having the first opportunity to acquire additional company interests.