Common use of Negotiations with Others Clause in Contracts

Negotiations with Others. Until the Closing or the earlier termination of this Agreement, each of Citigroup and Morgan Stanley will not and will cause each of their respective Subsidiaries and representatives, as the case may be, not to, directly or indirectly, without the written consent of the other, initiate discussions or engage in negotiations concerning, or discuss, with any Person other than the other Party hereto and their representatives, any proposal regarding the acquisition of or joint venture with respect to all or part of the Citigroup Contributed Assets, the Citigroup Contributed Equity Interests, or the Citigroup Contributed Business, or the Morgan Stanley Contributed Assets, the Morgan Stanley Contributed Equity Interests or the Morgan Stanley Contributed Business, as the case may be. Nothing in this Section 4.9 shall interfere with the ability of either Citigroup or Morgan Stanley to pursue or consider any merger or other business combination transaction involving such Party, other than any transaction that is reasonably likely to prevent the consummation of the transactions contemplated hereby.

Negotiations with Others. Until the Closing or the earlier termination of this Agreement, each of Citigroup and Morgan Stanley will not and will cause each of their respective Subsidiaries and representatives, as the case may be, not to, directly or indirectly, without the written consent of the other, initiate discussions or engage in negotiations concerning, or discuss, with any Person other than the other Party hereto and their representatives, any proposal regarding the acquisition of or joint venture with respect to all or part of the Citigroup Contributed Assets, the Citigroup Contributed Equity Interests, or the Citigroup Contributed Business, or the Morgan Stanley Contributed Assets, the Morgan Stanley Contributed Equity Interests or the Morgan Stanley Contributed Business, as the case may be. Nothing in this Section 4.9 shall interfere with the ability of either Citigroup or Morgan Stanley to pursue or consider any merger or other business combination transaction involving such Party, -84- other than any transaction that is reasonably likely to prevent the consummation of the transactions contemplated hereby.