Either Iridium or Rocket Lab may terminate the Merger Agreement in customary circumstances including, among others (i) the Transaction has not been completed on or before June 28, 2027, which date may be extended to September 28, 2027 and December 28, 2027, as applicable, pursuant to the terms of the Merger Agreement; (ii) a final order or law issued, enforced or enacted, by a governmental authority in certain specified jurisdiction permanently prevents, makes illegal or enjoins the consummation of the Mergers; or (iii) Iridium’s stockholders fail to adopt the Merger Agreement and the Transaction. Iridium may terminate the Merger Agreement under certain additional circumstances, including to allow Iridium to enter into a definitive agreement for an alternative acquisition proposal that constitutes a Superior Proposal (as defined in the Merger Agreement) subject to the terms of the Merger Agreement. Rocket Lab may terminate the Merger Agreement under certain additional circumstances, including if Iridium’s board of directors withdraws its recommendation to Iridium’s stockholders to vote in favor of the adoption of the Merger Agreement and the Transaction or if Iridium materially and intentionally breaches the "no-shop" restrictions in the Merger Agreement.

 

The Merger Agreement provides for the payment of a termination fee of $223.62 million by Iridium to Rocket Lab upon termination of the Merger Agreement under specified circumstances, including if the Merger Agreement is terminated (i) by Iridium to enter into a definitive agreement for an alternative acquisition proposal that constitutes a Superior Proposal or (ii) by Rocket Lab because Iridium’s board of directors withdraws its recommendation to Iridium’s stockholders to vote in favor of the adoption of the Merger Agreement and the Transaction or because Iridium materially and intentionally breaches the "no-shop" restrictions in the Merger Agreement. The termination fee is also payable by Iridium to Rocket Lab if the Merger Agreement is terminated in specified circumstances and Iridium either consummates an alternative acquisition transaction or enters into a definitive agreement providing for an alternative acquisition transaction within one year of such termination.