Shareholders Agreement; Certain Fees Sample Clauses

Shareholders Agreement; Certain Fees. Each Sponsor, concurrently with the Closing, shall enter into one or more definitive agreements with respect to the matters set forth on Exhibit A hereto; provided, that such definitive agreements shall be consistent with Exhibit A or, if inconsistent with Exhibit A, shall be approved by the unanimous consent of the Sponsors. In addition, management companies affiliated with each Sponsor (or its affiliates) will enter into an agreement with the Surviving Corporation at Closing providing for the payment, in amounts and on terms determined by the Sponsors (consistent with the terms set forth on Exhibit B), of transaction fees and a periodic management fee, each such fee to be allocated as provided on Exhibit B, in consideration of services to be provided to Parent in connection with the transactions contemplated by the Merger Agreement and thereafter.