Common use of Break-Up Fee Clause in Contracts

Break-Up Fee. If any of the PGI Parties or any of their Representatives violates paragraph 3 or paragraph 4(a), (b), (c) or (d) of this Agreement, then, as liquidated damages for the violation of such provisions, the PGI Parties (other than Primestone) shall pay to Cadim an amount equal to $5,000,000. In addition, in the event that Cadim delivers the Notice and if, after the end of the Thirty-Day Period (as defined in the PGE SSA), but before the expiration of the Fifteen-Day Period (as defined in the PGE SSA), PGE decides to pursue any Superior Acquisition Proposal (as defined in the PGE SSA) with a price (or valuation) in excess of $15.00 per common share of beneficial interest, the PGI Parties shall pay to Cadim in cash within 5 business days of the closing of the transaction contemplated by the Superior Acquisition Proposal, an amount equal to 50% of the aggregate value received by the PGI Parties in excess of $15.00 per common share of beneficial interest.