What a company sells for is decided by five choices, and only one of them is the price. Structure, timing, buyer type, deferred consideration and your own commitment afterwards each move the number, and each is negotiated rather than given.
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Structure and timing
An asset sale and a share sale produce different tax outcomes for you and different risk for the buyer, and the gap is settled with price. Timing matters because buyers price the last twelve months and the story of the next twelve: selling into a rising line is a different negotiation from explaining a bad year.
Buyer type and competition
A competitor, a fund and an individual value the same company differently and pay for different things. Running a process with more than one of them at the table is the single largest lever on the price, and it is the reason advisers earn their fee when they earn it at all.
Deferred consideration and your commitment
Escrow, a seller note and an earnout all bridge a gap on price by moving risk to you. Whether you stay on, for how long and on what terms is part of the consideration too. Both are negotiated with the price rather than after it, because a buyer who needs you is buying two things.
Questions people ask about sell a company
What has the biggest effect on price?
Competition among buyers, followed by how much of the earnings survive your departure. Neither is fixed by the accounts alone.
Should I take an earnout?
Only where the measure is clear, the period is short and you have some influence over the outcome. An earnout measured on a metric the buyer controls is a discount described as an opportunity.
How much of the price is normally cash at closing?
It varies with size and buyer type. What matters is that the cash portion alone is a number you would accept, because the rest is contingent.