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

promptly as practicable on the terms contemplated by this Agreement, and otherwise act to eliminate or minimize the effects of such Takeover Statutes.

Section 5.12.          Shareholder Litigation.  The Company shall give Parent the opportunity to participate in the defense of any shareholder litigation against the Company and/or its officers or directors relating to the transactions contemplated by this Agreement.

Section 5.13.          Merger Sub.  Parent will take all action necessary to cause Merger Sub to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.

Section 5.14.          Compliance with Export, Embargo and Defense Controls.  The Company shall take all actions, including the adoption of a Company-wide compliance policy that is reasonably acceptable to the Purchaser, as may be reasonably necessary to ensure that, from and after the Effective Time, the operation and governance of the Company and its Subsidiaries will comply with and be permissible under (i) the Export Administration Regulations (as set forth in 15 C.F.R. Part 730 et seq.), (ii) Executive Orders of the President and implementing regulations regarding embargoes administered by the United States Office of Foreign Assets Control under 31 C.F.R. Chapter V and (iii) the International Traffic in Arms Regulations.

Section 5.15.          CFIUS Notice.  Each of Parent and the Company shall use its reasonable best efforts to obtain as promptly as reasonably practicable a written notification issued by the Committee on Foreign Investment in the United States (“CFIUS”) that CFIUS has concluded a review of a notification voluntarily filed jointly by Parent and the Company pursuant to the requirements of the 1988 Exon-Florio provision of the Defense Production Act of 1950, as amended, and has determined not to conduct a full investigation or, if a full investigation is deemed to be required, notification that the United States government will not take action to prevent the consummation of the transactions contemplated by this Agreement (such determination or notification, the “CFIUS Notice”).