Walk me through the most important terms of a Purchase Agreement in an M&A deal.

There are dozens, but here are the most important ones:

• Purchase Price: Stated as a per-share amount for public companies. • Form of Consideration: Cash, Stock, Debt…

• Transaction Structure: Stock, Asset, or 338(h)(10)

• Treatment of Options: Assumed by the buyer? Cashed out? Ignored? • Employee Retention: Do employees have to sign non-solicit or non-compete agreements? What about management?

• Reps & Warranties: What must the buyer and seller claim is true about their respective businesses?

• No-Shop / Go-Shop: Can the seller “shop” this offer around and try to get a better deal, or must it stay exclusive to this buyer?