Not directly. The enterprise must be real, active and commercial, with substantial capital at risk and more than marginal capacity. A weak covenant does not disqualify the purchase; it changes the risk in your projections. If the covenant is the main reason the numbers work, expect that reasoning to be examined closely.
Decide whether the deal still makes sense unprotected
Run the business case twice: once with the covenant enforced as written, once assuming it restrains almost nothing. If the second version still supports a genuine operating business, you have a plan that does not depend on litigation. In a hypothetical Saint-Basile-le-Grand file, that exercise moved the buyer to renegotiate the price rather than the clause. Record which assumption each revenue line rests on so the reviewer can follow it.
Ask what rights would pass to the U.S. business and what credible evidence supports their value. E-2 also requires treaty nationality, qualifying enterprise ownership, development and direction through 50 percent ownership or operational control, lawful funds, and a real non-marginal operation. At least half of an enterprise generally must be owned by treaty-country nationals, and the investor must be able to develop and direct the business.