Luxottica Group, S.p.A. (LUX)

individually or in the aggregate, have a Material Adverse Effect or prevent the consummation of the Merger.

(b)      None of the execution and delivery of this Agreement by the Company, the performance or consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will require any consent, waiver, approval, authorization, order, decree, license, or permit of, or registration or filing with or notification to (any of the foregoing being a “Consent”), any government or subdivision thereof, domestic, foreign or supranational, or any administrative, governmental or regulatory authority, agency, commission, tribunal or body, domestic, foreign or supranational (a “Governmental Entity”) or any third party, except for (i) compliance with any applicable requirements of the Exchange Act, (ii) the filing of the Articles of Merger pursuant to the WBCA, (iii) compliance with any requirements of the HSR Act and any requirements of any foreign, supranational or other antitrust or similar laws, (iv) compliance with the requirements of the NYSE, (v) compliance with any applicable requirements of the 1988 Exon-Florio provision of the Defense Production Act of 1950, as amended, (vi) the Consents referred to in Section 3.05(b) of the Company Disclosure Schedule and (vii) Consents the failure of which to obtain or make would not, individually or in the aggregate, have a Material Adverse Effect.

(c)       The Board has taken all actions necessary for the Company to take in order to ensure that the restrictions applicable to business combinations contained in Chapter 23B.19 of the WBCA are, and will be, inapplicable to the execution, delivery and performance of this Agreement (such actions by the Board, the “Necessary 23B.19 Actions”), including but not limited to ensuring that the Board approve the significant business transaction before an acquiring person’s share acquisition time.  No other state takeover statute or similar legal requirement applies or purports to apply to the Company with respect to the Agreement or the agreements contemplated herein.  No representation is made by the Company with respect to the application of Chapter 23B.19 of the WBCA or any similar statute as a result of actions by Parent or its affiliates taken prior to the time that the Board took the Necessary 23B.19 Actions; provided, however, that, to the Company’s knowledge, Chapter 23B.19 of the WBCA will not apply to Parent or its affiliates.

Section 3.06.          Compliance with Agreements.  Except as disclosed in the SEC Reports (as defined in Section 3.07(a)) filed and publicly available prior to the date of this Agreement, neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries is bound or affected, including, without limitation, any Contract (as defined in Section 3.21 below), except for such conflicts, defaults and violations which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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