Common use of Board of Directors of the PRC Entities Clause in Contracts

Board of Directors of the PRC Entities. Upon written request by Ctrip, Xxxxxxxx, Xxxxxx, GS and CDH, the Company and the Founder shall cause the board of directors (or equivalent governing body) of Shanghai eHi Car Rental Co., Ltd. (“Shanghai eHi”) to have the same members (and no additional members) and composition as the Board, and shall cause the same number of persons designated by Ctrip, Xxxxxxxx, XX, Qiming, CDH and the Founder as they are entitled to appoint to the Board to be appointed as directors of Shanghai eHi to the effect that the directors of such Subsidiary shall be appointed and removed in accordance with the same rules and procedures provided for the Board, provided that the person(s) designated by Ctrip and Xxxxxxxx to the board of Shanghai eHi shall be equipped with translation services provided at the expense of Ctrip and Xxxxxxxx, respectively. In the event that Shanghai eHi establishes any board committee, the members of such committee shall include the same persons designated by Ctrip, Xxxxxxxx, XX, Qiming and CDH to the Board upon written request of Ctrip, Xxxxxxxx, XX, Qiming and CDH. The Company and the Founder covenant and agree that it or he shall vote all shares of capital stock of Shanghai eHi hereafter directly or indirectly owned (of record or beneficially) by the Company or the Founder (as the case may be) to maintain the board of directors of Shanghai eHi in accordance with the same rules and procedures provided for the Board. Notwithstanding anything to the contrary in this Agreement or the Memorandum and Articles, Xxxxxxxx’x rights under this Section 6.10 can only be exercised when no Xxxxxxxx Default exists and Xxxxxxxx continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis, and Ctirp’s rights under this Section 6.10 can only be exercised when Ctrip continues to hold at least 4.5% of the outstanding share capital of the Company on a Fully-Diluted Basis.