Santa Clara California Preferential Purchase Right Notice/Waiver Under Operating Agreement refers to a legal document that grants specific rights and waivers to shareholders or members of an operating agreement in Santa Clara, California. This provision usually arises in the context of a business entity, such as a corporation or limited liability company (LLC), that has multiple shareholders or members. The Preferential Purchase Right Notice gives the holder the first opportunity to purchase additional shares or membership interests that are being offered for sale by another shareholder or member. It provides a mechanism for existing stakeholders to protect their ownership interests by allowing them to purchase any newly available shares or membership interests before they are offered to outside parties. This notice is typically triggered when a shareholder or member intends to sell their shares or membership interests. They must first notify the other stakeholders of their intention to sell, along with the specific terms and conditions of the proposed sale. This notice provides the opportunity for other stakeholders to exercise their preferential purchase right, meaning they can decide to purchase the shares or membership interests at the offered price and terms. In some cases, the Preferential Purchase Right Notice may also include a waiver provision. This waiver allows the stakeholders to waive their preferential purchase right, either for a specific transaction or entirely. By waiving this right, the stakeholder is indicating that they do not wish to exercise their preferential purchase right for the given sale. The Santa Clara California Preferential Purchase Right Notice/Waiver Under Operating Agreement is an essential provision for business entities with multiple shareholders or members. It ensures fairness and provides an opportunity for existing stakeholders to maintain their proportional ownership interests. By having this provision in place, it minimizes the risk of unwanted outside ownership and facilitates smoother transactions among the stakeholders. Different types of Preferential Purchase Right Notice/Waiver provisions under the Santa Clara California Operating Agreement may include: 1. General Preferential Purchase Right Notice: This notice grants all shareholders or members the opportunity to purchase shares or membership interests before they are offered to third parties. 2. Individual Preferential Purchase Right Notice: This notice is specific to certain individual shareholders or members, as determined in the operating agreement. It allows these select stakeholders to exercise their preferential purchase right. 3. Limited Preferential Purchase Right Notice: This notice may limit the preferential purchase right to a specified percentage or number of shares or membership interests, depending on the operating agreement terms. 4. Partial Waiver of Preferential Purchase Right Notice: This waiver enables shareholders or members to waive their preferential purchase right partially for specific transactions, while still reserving the right for other future transactions. 5. Full Waiver of Preferential Purchase Right Notice: This waiver completely waives the preferential purchase right for all transactions, allowing shareholders or members to freely sell their shares or membership interests without offering them to other stakeholders first. As always, it is crucial to consult legal professionals and review the specific provisions set forth in the operating agreement to ensure accurate interpretation and application of the Preferential Purchase Right Notice/Waiver in Santa Clara, California.