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

(b)      Injunctions; Illegality.  The consummation of the Merger shall not be restrained, enjoined or prohibited by any order, judgment, decree, injunction or ruling of a court of

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competent jurisdiction or any Governmental Entity and there shall not have been any statute, rule or regulation enacted, promulgated or deemed applicable to the Merger by any Governmental Entity which prevents the consummation of the Merger or has the effect of making the Merger illegal.

(c)       HSR and Other Antitrust Regulatory Clearances. (i) Any applicable waiting period (or any extension thereof), filings or approvals under the HSR Act that are required in order to permit the consummation of the Merger under the HSR Act shall have expired, been terminated, been made or been obtained and (ii) any applicable waiting period (or any extension thereof), filings or approvals under any of the applicable statutes or regulations identified in Section 6.01(c)(ii) of the Company Disclosure Schedule that are required in order to permit the consummation of the Merger thereunder, or that otherwise shall have been agreed by Parent and the Company to be specified therein, shall have expired, been terminated, been made or been obtained.

(d)      Government Consents or Filings.  The Consents of Governmental Entities, including filings, if any, with Governmental Entities set forth in Section 6.01(d) of the Company Disclosure Schedule shall have been obtained or made.

Section 6.02.          Conditions to the Obligations of Parent and Merger Sub.  The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver by Parent on or prior to the Closing Date of the following further conditions: