Why it matters
These are usually drafted in dense paragraphs around "reasonable cooperation" or "customary diligence support." The effect is that for the duration of diligence (which the firm controls), you cannot speak to other capital sources, cannot finalise commercial deals that affect equity, and cannot run the business in ways that change the cap table. If diligence runs four months instead of two, you've lost six months of fundraising leverage with no recourse.
How to negotiate
Read the cooperation, reasonable best efforts, and standstill paragraphs together with the no-shop. Time-box every restriction to the same window as the no-shop itself. Carve out: existing investor follow-ons, debt financing, and ordinary-course commercial agreements.
Example language
How this clause typically appears in a term sheet. Read it carefully — predatory language is often buried in routine paragraphs.
The Company agrees to provide reasonable cooperation in the Investors' diligence and not to take any action outside the ordinary course of business that would impair the Investors' ability to consummate the financing.
TURNSHEET provides intelligence, not legal advice. This page describes typical market behaviour and common negotiation tactics; your specific deal may have nuances that change the analysis. Always review your term sheet with qualified legal counsel before signing.