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Covenants

Provisions in a venture capital investment agreement, underwriting agreement or other financing document whereby the investee company agrees to do or not to do something in the future. Covenants may remain in effect as long as the investors hold a stated amount of securities or may terminate on the occurrence of certain events (i.e., completion of a public offering). Affirmative covenants define acts that the company must perform, and may include payment of taxes, maintenance of corporate existence, insurance, property and equipment, environmental and legal compliance, representation of venture capital firm on the board, etc. Negative covenants define acts which the company may not perform, and could include a prohibition on mergers, sale or purchase of assets, amendments to its organisational documents, incurring of indebtedness, the issuing of securities, distributions and redemption of securities, etc.

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