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PLAYBOOK TEMPLATES

Investment Subscription Agreement

An Investment Subscription Agreement sets the terms for an investor‚ purchase of securities in a company or fund. This playbook addresses representations, closing conditions, and investor rights under applicable securities laws.

Affirmative & Negative Covenants

Why This Matters: Well-drafted covenants protect credit quality and business continuity without unduly restricting commercial flexibility. Balancing specificity and flexibility minimizes enforcement disputes and preserves value.

Negotiation strategy

If you're the Company:

Ensure covenants are specific enough to protect business interests but flexible enough to allow for operational adjustments. Negotiate thresholds that align with business operations.

If you're the Investor:

Advocate for covenants that do not overly restrict business activities. Seek exceptions and thresholds that provide operational leeway while maintaining compliance.

Essential elements

1

Compliance with Laws

Adherence to applicable laws.
2

Maintenance of Insurance

Sufficient insurance coverage required.
3

Restriction on Indebtedness

Limits on incurring new debt.

Action framework

ACCEPT

Propose edits when covenants are too restrictive or lack necessary exceptions.

EDIT

Reject clauses that impose unreasonable restrictions or lack flexibility.

ADD

Add language to address specific operational needs or industry risks.

PRO TIP

Always ensure covenants are aligned with strategic business objectives and industry standards.

Example clauses

FAVORABLE

Preferred Compliance Clause

"The Party shall comply with all applicable laws, regulations, and ordinances in the performance of its obligations under this Agreement."
NEUTRAL

Fallback Compliance Clause

"The Party shall use reasonable efforts to comply with applicable laws, regulations, and ordinances."
UNFAVORABLE

Overly Restrictive Covenant

"The Party shall not engage in any activities outside the scope of this Agreement without prior written consent."

Fallbacks

High-Risk Industries

In high-risk industries, require more stringent covenants and lower thresholds for exceptions to address specific risks and regulatory requirements.

Cross-Border Transactions

Include additional covenants addressing international compliance and currency risks for cross-border transactions.

Start-Up Ventures

For start-ups, allow greater flexibility in covenants to accommodate rapid growth and changing business models.
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