Common use of Non-Solicitation; No-Hire Covenant Clause in Contracts

Non-Solicitation; No-Hire Covenant. (a) For a period of two (2) years from and after the Effective Time, SpinCo shall not, and shall ensure that the other members of the SpinCo Group shall not, directly or indirectly, solicit any current or former employees of the Ventas Group without the prior written consent of Ventas; provided, however, that (i) an individual shall not be deemed to have been solicited for employment in violation of this Section 5.6(a) if such employee ceased to be employed by any member of the Ventas Group at least six (6) months prior to the date when any solicitation activity occurs and (ii) this Section 5.6(a) shall not prohibit any general offers of employment to the public (including through a bona fide search firm that is instructed not to contact any employees of the Ventas Group), so long as it is not specifically targeted toward employees of the Ventas Group. (b) For a period of six (6) months from and after the Effective Time, each of Ventas and SpinCo shall not, and shall ensure that the other members of its Group shall not, directly or indirectly, hire any current or former employees of the other Group without the prior written consent of SpinCo or Ventas, as applicable, provided, however, that an individual shall not be deemed to have been hired by a Party or a member of its Group in violation of this Section 5.6(b) if such employee has ceased to be employed by any member of the other Party’s Group at least six (6) months prior to the date when such individual was hired and no violation of this Section 5.6 has occurred.