Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, in each case without further consideration, such additional or further transfers, assignments, endorsements, consents and other instruments as Parent may reasonably request for the purpose of effectively carrying out Stockholder’s obligations under this Agreement; provided, however, that this Section 4 shall not require Stockholder to deliver a proxy in connection with any of the Securities. Parent agrees to take, or cause to be taken, (a) all actions reasonably necessary or desirable to comply promptly with all legal requirements that may be imposed with respect to the transactions contemplated by this Agreement and (b) all actions reasonably necessary or desirable to consummate the transactions contemplated by this Agreement.