Upper Tier Transaction

Upper Tier Transaction. Means (a) the sale or issuance of any class of Capital Stock of GGP and/or GGPLP to a non-Affiliate of GGP, (b) the merger, consolidation or amalgamation of GGP and/or GGPLP with a non-Affiliate of GGP, (c) an equity recapitalization of GGP and/or GGPLP by a non-Affiliate of GGP, provided that none of (a), (b) or (c) shall result in a Change of Control.