Certain Alternatives. In the event the General Partner determines that it would be in the best interests of the Business and the Partners for the Business to have access to public capital markets and for the Partners to have an opportunity to achieve liquidity through the sale of equity to the public, the General Partner may determine to achieve such results in such manner, and through whatever steps or structures, it deems appropriate. Without limiting the foregoing, the General Partner may determine (i) to convert the Partnership into a Delaware corporation, the shares of which will initially be owned by the Partners of the Partnership, and to take such corporation public through one or more primary and/or secondary offerings; (ii) to convert one or more of the Partnership’s direct or indirect wholly owned Subsidiaries (each, a “Bumble Bee Subsidiary” and collectively, the “Bumble Bee Subsidiaries”) into a Delaware corporation, the shares of which could be either held by the Partnership, directly or indirectly, or distributed to the Partners of the Partnership, or any combination of the foregoing, and to take such corporation public through one or more primary or secondary offerings; (iii) to create a newly incorporated Delaware corporation to serve as a general partner of the Partnership or a managing member of one or more Bumble Bee Subsidiaries, and to take such corporation public through one or more primary (or, depending on the precise structure, secondary) offerings, with the proceeds either being used by the Business for whatever purposes it deems appropriate or being distributed to those of the Partners who seek liquidity at the time (or, in the case of a secondary offering, being retained by the selling Partner); or (iv) to undertake a public offering of trust units of a trust established for the purpose of acquiring all or a portion of the Debt or Equity Securities and/or assets of the Partnership and/or its Affiliates and Subsidiaries and, subject to the limitations set forth in this Agreement, to create such other partners or grant such interests in the Partnership as may be necessary or desirable in connection with the structuring of such trust. Any such event described in clauses (i), (ii), (iii) or (iv), or any variant or derivative of or, to the extent its results are similar, substitute for, the above is hereinafter referred to as a “Public Liquidity Event”; and the entity the shares or units of which are taken public is hereinafter referred to as “PublicCo”)...
