Common use of Fluctuation Clause in Contracts

Fluctuation. EACH OF THE ANDERSON PARTIES AND HIGHWOO▇▇ ▇▇▇▇▇WLEDGES AND AGREES THAT AFTER THE EXECUTION OF THE ACQUISITION AGREEMENTS, THE MARKET VALUE OF THE HPI COMMON STOCK WHICH IS CURRENTLY OUTSTANDING MAY INCREASE OR DECREASE IN VALUE AS THE RESULT OF MARKET FLUCTUATIONS, AND THAT ANY SUCH FLUCTUATIONS MAY AFFECT THE VALUE OF THE UNITS. NOTWITHSTANDING THESE FLUCTUATIONS, HIGHWOODS WILL NOT BE REQUIRED TO INCREASE THE NUMBER OF UNITS TO BE ISSUED TO ANY ANDERSON UNIT RECIPIENT (WHOSE PU▇▇▇▇▇▇ ▇RICE IS PAID IN UNITS) IN THE EVENT OF A DECREASE IN THE MARKET VALUE OF HPI COMMON STOCK PRIOR TO THE CLOSING. LIKEWISE, EACH ANDERSON UNIT RECIPIENT WHOSE PU▇▇▇▇▇▇ ▇RICE IS BEING PAID IN UNITS WILL BE ENTITLED TO THAT NUMBER OF UNITS SET FORTH ON SCHEDULE 3.2(a) HEREOF NOTWITHSTANDING ANY INCREASE IN VALUE OF HPI COMMON STOCK PRIOR TO THE CLOSING, AS SUCH INCREASE MAY INURE TO THE BENEFIT OF SUCH ANDERSON UNIT RECIPIENT.

Fluctuation. EACH OF THE ANDERSON ACP PARTIES AND HIGHWOO▇▇ ▇▇▇▇▇WLEDGES HIGHWOODS ACKNOWLEDGES AND AGREES THAT AFTER THE EXECUTION OF THE ACQUISITION CONTRIBUTION AGREEMENTS, THE MARKET VALUE OF THE HPI COMMON STOCK SHARES WHICH IS CURRENTLY OUTSTANDING MAY INCREASE OR DECREASE IN VALUE AS THE RESULT OF MARKET FLUCTUATIONS, AND THAT ANY SUCH FLUCTUATIONS MAY AFFECT THE VALUE OF THE UNITS. NOTWITHSTANDING THESE FLUCTUATIONS, HIGHWOODS WILL NOT BE REQUIRED TO INCREASE THE NUMBER OF UNITS TO BE ISSUED TO ANY ANDERSON ACP UNIT RECIPIENT (WHOSE PU▇▇▇▇▇▇ ▇RICE PURCHASE PRICE IS PAID IN UNITS) IN THE EVENT OF A DECREASE IN THE MARKET VALUE OF HPI COMMON STOCK SHARES PRIOR TO THE CLOSING. LIKEWISE, EACH ANDERSON ACP UNIT RECIPIENT WHOSE PU▇▇▇▇▇▇ ▇RICE PURCHASE PRICE IS BEING PAID IN UNITS WILL BE ENTITLED TO THAT NUMBER OF UNITS SET FORTH ON SCHEDULE 3.2(a) HEREOF NOTWITHSTANDING ANY INCREASE IN VALUE OF HPI COMMON STOCK SHARES PRIOR TO THE CLOSING, AS SUCH INCREASE MAY INURE TO THE BENEFIT OF SUCH ANDERSON ACP UNIT RECIPIENT. NOTWITHSTANDING THE FOREGOING, THIS SECTION 3.4 SHALL NOT PREVENT THE ACP PARTIES FROM BEING ABLE TO TERMINATE THIS MASTER AGREEMENT IN ACCORDANCE WITH SECTION 2.5 IN THE EVENT OF A MATERIAL CHANGE IN THE BUSINESS, FINANCIAL CONDITION OR THE FINANCIAL OR BUSINESS PROSPECTS OF HPI OR HIGHWOODS SINCE MARCH 31, 1997.

Fluctuation. EACH OF THE ANDERSON PARTIES AND HIGHWOOHIGHWO▇▇▇ ▇▇▇▇▇WLEDGES OWLEDGES AND AGREES THAT AFTER THE EXECUTION OF THE ACQUISITION AGREEMENTS, THE MARKET VALUE OF THE HPI COMMON STOCK WHICH IS CURRENTLY OUTSTANDING MAY INCREASE OR DECREASE IN VALUE AS THE RESULT OF MARKET FLUCTUATIONS, AND THAT ANY SUCH FLUCTUATIONS MAY AFFECT THE VALUE OF THE UNITS. NOTWITHSTANDING THESE FLUCTUATIONS, HIGHWOODS WILL NOT BE REQUIRED TO INCREASE THE NUMBER OF UNITS TO BE ISSUED TO ANY ANDERSON UNIT RECIPIENT (WHOSE PUWH▇▇▇ ▇▇▇▇▇▇ ▇RICE HASE PRICE IS PAID IN UNITS) IN THE EVENT OF A DECREASE IN THE MARKET VALUE OF HPI COMMON STOCK PRIOR TO THE CLOSING. LIKEWISE, EACH ANDERSON UNIT RECIPIENT WHOSE PUWHO▇▇ ▇▇▇▇▇▇ ▇RICE ASE PRICE IS BEING PAID IN UNITS WILL BE ENTITLED TO THAT NUMBER OF UNITS SET FORTH ON SCHEDULE 3.2(a3.2(A) HEREOF NOTWITHSTANDING ANY INCREASE IN VALUE OF HPI COMMON STOCK PRIOR TO THE CLOSING, AS SUCH INCREASE MAY INURE TO THE BENEFIT OF SUCH ANDERSON UNIT RECIPIENT.

Fluctuation. EACH OF THE ANDERSON PARTIES AND HIGHWOO▇▇ ▇▇▇▇▇WLEDGES ▇▇▇ PARTIES AND HIGHWOODS ACKNOWLEDGES AND AGREES THAT AFTER THE EXECUTION OF THE ACQUISITION AGREEMENTS, THE MARKET VALUE OF THE HPI COMMON STOCK WHICH IS CURRENTLY OUTSTANDING MAY INCREASE OR DECREASE IN VALUE AS THE RESULT OF MARKET FLUCTUATIONS, AND THAT ANY SUCH FLUCTUATIONS MAY AFFECT THE VALUE OF THE UNITS. NOTWITHSTANDING THESE FLUCTUATIONS, HIGHWOODS WILL NOT BE REQUIRED TO INCREASE THE NUMBER OF UNITS TO BE ISSUED TO ANY ANDERSON UNIT RECIPIENT (WHOSE PU▇▇▇▇▇▇▇▇ ▇RICE UNIT RECIPIENT (WHOSE PURCHASE PRICE IS PAID IN UNITS) IN THE EVENT OF A DECREASE IN THE MARKET VALUE OF HPI COMMON STOCK PRIOR TO THE CLOSING. LIKEWISE, EACH ANDERSON UNIT RECIPIENT WHOSE PU▇▇▇▇▇▇▇▇ ▇RICE UNIT RECIPIENT WHOSE PURCHASE PRICE IS BEING PAID IN UNITS WILL BE ENTITLED TO THAT NUMBER OF UNITS SET FORTH ON SCHEDULE 3.2(a3.2(A) HEREOF NOTWITHSTANDING ANY INCREASE IN VALUE OF HPI COMMON STOCK PRIOR TO THE CLOSING, AS SUCH INCREASE MAY INURE TO THE BENEFIT OF SUCH ANDERSON ▇▇▇▇▇▇▇▇ UNIT RECIPIENT.

Fluctuation. EACH OF THE ANDERSON PARTIES CONTRIBUTORS AND HIGHWOO▇▇ ▇▇▇▇▇WLEDGES THE OPERATING PARTNERSHIP ACKNOWLEDGES AND AGREES THAT AFTER THE EXECUTION OF THE ACQUISITION AGREEMENTSEXCHANGE OPTION AGREEMENT, THE MARKET VALUE OF THE HPI FAC COMMON STOCK WHICH IS CURRENTLY OUTSTANDING MAY INCREASE OR DECREASE IN VALUE AS THE RESULT OF MARKET FLUCTUATIONS, AND THAT ANY SUCH FLUCTUATIONS MAY AFFECT THE VALUE OF THE UNITS. NOTWITHSTANDING THESE FLUCTUATIONS, HIGHWOODS THE OPERATING PARTNERSHIP WILL NOT BE REQUIRED TO INCREASE THE NUMBER OF UNITS TO BE ISSUED TO ANY ANDERSON UNIT RECIPIENT (WHOSE PU▇▇▇▇▇▇ ▇RICE IS PAID IN UNITS) CONTRIBUTOR IN THE EVENT OF A DECREASE IN THE MARKET VALUE OF HPI FAC COMMON STOCK PRIOR TO THIS AGREEMENT AND THE CLOSING. LIKEWISE, EACH ANDERSON UNIT RECIPIENT CONTRIBUTOR WHOSE PU▇▇▇▇▇▇ ▇RICE PURCHASE PRICE IS BEING PAID IN UNITS WILL BE ENTITLED TO THAT NUMBER OF UNITS SET FORTH ON SCHEDULE 3.2(a) HEREOF IN THE EXCHANGE OPTION AGREEMENT NOTWITHSTANDING ANY INCREASE IN VALUE OF HPI FAC COMMON STOCK PRIOR TO THE CLOSING, AS SUCH INCREASE MAY INURE TO THE BENEFIT OF SUCH ANDERSON UNIT RECIPIENT.