Common use of Transactions amongst parties Clause in Contracts

Transactions amongst parties. Without prejudice to Section 7, the Parties agree to ensure that, save with the consent in writing of the holders of at least 51% of the Series A Preferred Shares, of at least 45% of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), of at least 50% of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), of at least 50% of the Series D Preferred Shares (provided that for purposes of calculating such 50% of Series D Preferred Shares Xxxxxxxx’x written consent shall be deemed to have been given, and Xxxxxxxx shall not have a blocking right under this Section 8.15, if Xxxxxxxx Default has occurred or if Xxxxxxxx then holds less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) and of at least 51% of the Series E Preferred Shares (including Ctrip as long as it holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), no agreement is made between any of them which relates to the Company, shares in its share capital, any other securities of the Company, any financing of the Company Group, the management or administration of any member of the Company Group or the rights of the holders of such equity or debt (and any agreement which is purportedly made in contravention of this Section 8.15 shall, as between the parties to this Agreement, not be recognized as valid or be enforceable). For the avoidance of doubt, this Section 8.15 shall not in any way limit an Investor’s ability to transfer its shares, including without limitation, transfer to other parties to this Agreement, in accordance with the Transaction Documents and applicable Laws.