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Selling Your Technology Company for Maximum Value: A comprehensive guide for entrepreneurs by Rupert Cook

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11: Contract Creation And Negotiation

Understanding the basics of a Sale and Purchase Agreement (‘SPA’)

Sale and Purchase Agreements are long, complicated documents full of legalese, which are designed to describe the terms of the deal, the process of sale completion and cover every eventuality should something go wrong after signing. (You will have agreed whether yours is a share or asset sale while negotiating Heads of Terms and there is a brief description of the difference between the two and the advantage to the seller of a share sale in the chapter “Negotiating And Signing Heads Of Terms”. As this is a book focussed on selling companies, the example below refers to a share sale.)

In layman’s terms, the SPA for a share sale (the Share ...

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