I did a little bit more digging through the various Gallic docs, to get the numbers straight. The breakup fee of 350K is related to Gallic accepting a superior offer. If Gallic simply can't do their part to ensure the merger, Gallic would reimburse PMI roughly 250K, i.e. still 250K less for GLC management.
If the merger goes through, GLC management and directors collective get about 800K in cash from change of control provisions. Moreover, the 625K GLC restricted shares they own become common shares and also convert to PMI shares. GLC management and directors hold roughly 21.135M GLC shares. If those don't get converted to 16 cent PMI shares, they collectively lose 417K in current MTM and up to 1.2M if GLC simply folds.
If GLC management and directors simply pay themselves the remainder of the working capital and run the company into the ground, over time, they get roughly 1.5M after reimbursing PMI for the failed merger, but their stock becomes worthless and their professional reputation gets damaged. If the merger goes through, their PMI stock is valued at 1.2M post-merger, they keep their warrants, and they get 800K in cash immediately.
Management or directors probably cannot purchase GLC shares during this period for regulatory reasons, but I would not be surprised if associates of GLC management and directors are snapping up the shares here to ensue this deal goes through.