Common use of Voting of Shares; Irrevocable Proxy Clause in Contracts

Voting of Shares; Irrevocable Proxy. The Shareholder agrees that until the earlier of (a) the Effective Time and (b) the termination of the Merger Agreement (the earliest of such dates being hereinafter referred to as the "Expiration Date"), the Shareholder shall vote all Gladstone Shares owned by the Shareholder at any meetings of Gladstone's shareholders (whether annual or special and whether or not an adjourned or postponed meeting), or, if applicable, take action by written consent (x) for adoption of the Merger Agreement and in favor of the Merger and any other transaction contemplated by the Merger Agreement, as such Merger Agreement may be modified or amended from time to time (but not to reduce the consideration to be received by the Shareholder for her shares of Gladstone Common Stock, and (y) against any action, omission or agreement which would impede or interfere with, or have the effect of discouraging, the Merger, including, without limitation, any Acquisition Proposal (as hereinafter defined) other than the Merger. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. In the event that the Shareholder shall fail to comply with the provisions of this Section 1 (as determined by the Buyer in good faith), the Shareholder hereby agrees that such failure shall result, without any further action by the Shareholder, in the irrevocable appointment of the Buyer, until the Expiration Date, as his attorney-in-fact and proxy, with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Gladstone which the Shareholder is entitled to vote at any meeting of shareholders (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1 above. THE SHAREHOLDER ACKNOWLEDGES THAT THIS PROXY IS COUPLED WITH AN INTEREST AND CONSTITUTES, AMONG OTHER THINGS, AN INDUCEMENT FOR THE BUYER TO ENTER INTO THE MERGER AGREEMENT, IS IRREVOCABLE AND SHALL NOT BE TERMINATED BY OPERATION OF LAW UPON THE OCCURRENCE OF ANY EVENT, INCLUDING, WITHOUT LIMITATION, THE DEATH OR INCAPACITY OF THE SHAREHOLDER.

Voting of Shares; Irrevocable Proxy. The Shareholder Stockholder agrees that until the earlier of (ai) the Effective Time and (bii) the termination of the Merger Agreement (the earliest earlier of such dates being hereinafter referred to as the "Expiration Date"), the Shareholder Stockholder shall vote all Gladstone Shares owned by the Shareholder Stockholder at any meetings meeting of Gladstonethe Corporation's shareholders stockholders (whether annual or special and whether or not an adjourned or postponed meeting), or, if applicable, take action by written consent (x) for adoption of the Merger Agreement and in favor of the Merger and any other transaction contemplated by the Merger Agreement, as such Merger Agreement may be modified or amended from time to time (but not to reduce the consideration to be received by the Shareholder for her shares of Gladstone Common StockExchange Ratio), and (y) against any action, omission or agreement which would impede or interfere with, or have the effect of discouraging, the Merger, including, without limitation, any Acquisition Proposal (as hereinafter defined) other than the Merger, and (z) in favor of all nominees in the Corporation's slate of directors nominated for election by a majority of the Corporation's non-management directors. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. In the event that the Shareholder Stockholder shall fail to comply with the provisions of this Section 1 (as determined by the Buyer in good faithits sole discretion), the Shareholder Stockholder hereby agrees that such failure shall result, without any further action by the ShareholderStockholder, in the irrevocable appointment of the Buyer, until termination of the Expiration DateMerger Agreement, as his attorney-in-fact its attorney and proxy, proxy with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Gladstone Shares which the Shareholder Stockholder is entitled to vote at any meeting of shareholders stockholders of the Corporation (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1 above. THE SHAREHOLDER STOCKHOLDER ACKNOWLEDGES THAT THIS PROXY IS COUPLED WITH AN INTEREST INTEREST, AND CONSTITUTES, AMONG OTHER THINGS, AN INDUCEMENT FOR THE BUYER TO ENTER INTO THE MERGER AGREEMENT, IS IRREVOCABLE AND SHALL NOT BE TERMINATED BY OPERATION OF LAW UPON THE OCCURRENCE OF ANY EVENT, INCLUDING, WITHOUT LIMITATION, THE DEATH OR INCAPACITY OF THE SHAREHOLDERSTOCKHOLDER. Notwithstanding any provision contained in such proxy, such proxy shall terminate upon the Expiration Date.

Voting of Shares; Irrevocable Proxy. The Shareholder Stockholder agrees that until the earlier of (ai) the Effective Time and (bii) the termination of the Merger Agreement (the earliest earlier of such dates being hereinafter referred to as the "Expiration Date"), the Shareholder Stockholder shall vote all Gladstone Shares owned by the Shareholder Stockholder at any meetings meeting of Gladstonethe Corporation's shareholders stockholders (whether annual or special and whether or not an adjourned or postponed meeting), or, if applicable, take action by written consent (x) for adoption of the Merger Agreement and in favor of the Merger and any other transaction contemplated by the Merger Agreement, as such Merger Agreement may be modified or amended from time to time (but not to reduce the consideration to be received by the Shareholder for her shares of Gladstone Common StockMerger Consideration), and (y) against any action, omission or agreement which would impede or interfere with, or have the effect of discouraging, the Merger, including, without limitation, any Acquisition Proposal (as hereinafter defined) acquisition proposal of the type described in Section 5.04 of the Merger Agreement other than the Merger, and (z) in favor of all nominees in the Corporation's slate of directors nominated for election by a majority of the Corporation's non-management directors. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it the Stockholder is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. In the event that the Shareholder Stockholder shall fail to comply with the provisions of this Section 1 (as determined by the Buyer Parent in good faithits sole discretion), the Shareholder Stockholder hereby agrees that such failure shall result, without any further action by the ShareholderStockholder, in the irrevocable appointment of the BuyerParent, until termination of the Expiration DateMerger Agreement, as his attorney-in-fact its attorney and proxy, proxy with full power of substitutionsubstitution and resubstitution, to vote and otherwise act (by written consent or otherwise) with respect to the Gladstone which Shares that the Shareholder Stockholder is entitled to vote at any meeting of shareholders stockholders of the Corporation (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1 above. THE SHAREHOLDER STOCKHOLDER ACKNOWLEDGES THAT THIS PROXY IS COUPLED WITH AN INTEREST INTEREST, AND CONSTITUTES, AMONG OTHER THINGS, AN INDUCEMENT FOR THE BUYER PARENT TO ENTER INTO THE MERGER AGREEMENT, IS IRREVOCABLE AND SHALL NOT BE TERMINATED BY OPERATION OF LAW UPON THE OCCURRENCE OF ANY EVENT, INCLUDING, WITHOUT LIMITATION, THE DEATH OR INCAPACITY OF THE SHAREHOLDERSTOCKHOLDER. Notwithstanding any provision contained in such proxy, such proxy shall terminate upon the earlier of the Effective Time or February 1, 1998 (the "Expiration Date").

Voting of Shares; Irrevocable Proxy. The Shareholder agrees that until the earlier of (a) the Effective Time and (b) the termination of the Merger Agreement (the earliest of such dates being hereinafter referred to as the "Expiration Date"), the Shareholder shall vote all Gladstone Shares owned by the Shareholder at any meetings of Gladstone's shareholders (whether annual or special and whether or not an adjourned or postponed meeting), or, if applicable, take action by written consent (x) for adoption of the Merger Agreement and in favor of the Merger and any other transaction contemplated by the Merger Agreement, as such Merger Agreement may be modified or amended from time to time (but not to reduce the consideration to be received by the Shareholder for her shares of Gladstone Common Stock, and (y) against any action, omission or agreement which would impede or interfere with, or have the effect of discouraging, the Merger, including, without limitation, any 1 Acquisition Proposal (as hereinafter defined) other than the Merger. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. In the event that the Shareholder shall fail to comply with the provisions of this Section 1 (as determined by the Buyer in good faith), the Shareholder hereby agrees that such failure shall result, without any further action by the Shareholder, in the irrevocable appointment of the Buyer, until the Expiration Date, as his attorney-in-fact and proxy, with full power of substitution, to vote and otherwise act (by written consent or otherwise) with respect to the Gladstone which the Shareholder is entitled to vote at any meeting of shareholders (whether annual or special and whether or not an adjourned or postponed meeting) or consent in lieu of any such meeting or otherwise, on the matters and in the manner specified in Section 1 above. THE SHAREHOLDER ACKNOWLEDGES THAT THIS PROXY IS COUPLED WITH AN INTEREST AND CONSTITUTES, AMONG OTHER THINGS, AN INDUCEMENT FOR THE BUYER TO ENTER INTO THE MERGER AGREEMENT, IS IRREVOCABLE AND SHALL NOT BE TERMINATED BY OPERATION OF LAW UPON THE OCCURRENCE OF ANY EVENT, INCLUDING, WITHOUT LIMITATION, THE DEATH OR INCAPACITY OF THE SHAREHOLDER.