TS的功能
TS记录了投资人与被投公司对投资项目主要条款的共识，包括估值、投资金额与主要投资人权利。TS也提供了起草投资文件的路线图。TS对投资条款的描述还没有转化为可执行的最终投资文件文本，故而无法律约束力。尽管TS记录的投资条款没有法律效力，且双方也可能在最终的投资文件中基于尽职调查发现等因素而改变TS原有条款，双方仍应严肃对待TS，因为在没有合理理由的情况下，单方面寻求改变TS所记录的投资条款会被视为有损商业诚信的行为，影响声誉。
由于需要一定时间来谈判投资文件并完成交割，双方往往会约定一个有法律约束力的排他条款，给予投资人在一定期限内的独家谈判权。
TS的结构
开源模板的TS分为4个组成部分：
- TS第一部分描述了拟议的投资所涉及的各方、投资金额，投前估值，和据此计算的投后占比，以及认购的投资工具的类型等项目信息。这部分记录的条款主要在股权购买协议（SPA）中体现。
- TS第二部分描述了投资人在投资完成的所能得到的权利，主要包括关于公司企业治理的董事任命权，特定重大事项的同意权，信息权等；关于公司股权结构的对新股的优先认购权，对老股的优先受让权和共同出售权等。这部分描述的条款主要在股东协议（SHA）中体现。
- TS第三部分描述了投资人认购的优先股的优先权利，主要包括优先分红、清算优先分配、优先股的转换机制（包括反稀释机制）、投票权。优先股也往往有回购权，可在一定年限之后要求公司回购。这部分描述的条款主要在公司章程（MAA）中体现（其中一部分也在SHA中重复）。
- TS第四部分包含排他、保密、费用、管辖法律与争议解决等功能性条款。与前三部分不同，投资条款书第四部分的内容是有法律约束力的条款。
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“There have been local issues like Japan not going for acorporate tax cut and sterling rising on Carney’s comments whichare all driving the dollar lower. The fiscal impasse is also anelement which is playing on the dollar,” said Daragh Maher,strategist at HSBC.
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