The Arizona Preferential Purchase Right Notice / Waiver Under Operating Agreement is a legal document that pertains to the rights and obligations of members of an Arizona limited liability company (LLC) in relation to the purchase and sale of membership interests. This agreement outlines the procedures and requirements for providing notice of a potential sale of membership interests to other members of the LLC, as well as the possibility of waiving this preferential purchase right. In Arizona, the default rule is that members of an LLC have a preferential purchase right, also known as a right of first refusal, when another member intends to sell their membership interest. This means that before a member can offer their interest to a third party, they must first offer it to the other members of the LLC on the same terms and conditions. The purpose of this right is to allow existing members to retain control over who becomes a new member of the LLC. The Preferential Purchase Right Notice is a formal written notice that must be provided to the other members of the LLC when a member intends to sell their membership interest. It must include details such as the proposed purchase price, terms, and conditions. This notice serves as an invitation to the other members to exercise their preferential purchase right within a specified period, usually within 30 days. However, under the Arizona Revised Statutes and the LLC's operating agreement, members have the option to waive their preferential purchase right. This is referred to as the Preferential Purchase Right Waiver. When members choose to waive this right, it means that they agree to forego their opportunity to purchase the selling member's interest and allow the sale to proceed to a third party without any restrictions. It is important to note that while the default rule in Arizona is that members have a preferential purchase right, this right can be modified or eliminated through the LLC's operating agreement. Therefore, different types of Arizona Preferential Purchase Right Notices / Waivers Under Operating Agreement may vary depending on the specific provisions and agreements set forth in each LLC's operating agreement. Some LCS may choose to maintain the right with limited modifications, while others may completely waive the preferential purchase right for all members. In conclusion, the Arizona Preferential Purchase Right Notice / Waiver Under Operating Agreement is a legal instrument that governs the rights and obligations of members of an LLC in relation to the purchase and sale of membership interests. It ensures that existing members have an opportunity to exercise their preferential purchase right before a member's interest is sold to a third party, unless such right is waived or modified in accordance with the LLC's operating agreement.