Nextest definition

Nextest or the “Company”), Teradyne, Inc. (“Teradyne”), and NAC Equipment Corporation, a wholly-owned subsidiary of Teradyne (“Merger Sub”) have entered into an Agreement and Plan of Merger dated as of December 11, 2007 (the “Merger Agreement”) pursuant to which Merger Sub has commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of the common stock of the Company (the “Shares”) at a price per Share of $20.00 net to sellers in cash, without interest and subject to any required withholding of taxes (such amount, or any greater amount per Share paid pursuant to the Offer, the “Offer Price”), subject to certain conditions. Following the consummation of the Offer, Merger Sub will merge with and into Nextest (the “Merger”). In connection with the Merger and subject to the provisions of the Merger Agreement, all vested, issued and outstanding Shares, not owned directly or indirectly by Teradyne, Merger Sub or Nextest and not tendered to Merger Sub as part of the Offer will (other than Shares with respect to which appraisal rights have been perfected under Delaware law) be converted into the right to receive the Offer Price in cash without interest and each holder of a certificate representing Shares shall cease to have any rights with respect to such Shares. Only holders of outstanding Shares are permitted to participate in the Offer or will be entitled to payment of the Offer Price by virtue of the consummation of the Merger.
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Nextest or the “Company”), Teradyne, Inc. (“Teradyne”), and NAC Equipment Corporation, a wholly-owned subsidiary of Teradyne (“Merger Sub”) have entered into an Agreement and Plan of Merger dated as of December 11, 2007 (the “Merger Agreement”) pursuant to which Merger Sub has commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of the common stock of the Company (the “Shares”) at a price per Share of $20.00 net to sellers in cash, without interest and subject to any required withholding of taxes (such amount, or any greater amount per Share paid pursuant to the Offer, the “Offer Price”), subject to certain conditions. Following the consummation of the Offer, Merger Sub will merge with and into Nextest (the “Merger”). In connection with the Merger and subject to the provisions of the Merger Agreement, all vested, issued and outstanding Shares, not owned directly or indirectly by Teradyne, Merger Sub or Nextest and not tendered to Merger Sub as part of the Offer will (other than Shares with respect to which appraisal rights have been perfected under Delaware law) be converted into the right to receive the Offer Price in cash without interest and each holder of a certificate representing Shares shall cease to have any rights with respect to such Shares. Only holders of outstanding Shares are permitted to participate in the Offer or will be entitled to payment of the Offer Price by virtue of consummation of the Merger. This letter generally explains how your outstanding options to purchase Shares (“Nextest Options”) granted pursuant to the Nextest Systems Corporation 1998 Equity Incentive Plan and the Nextest Systems Corporation 2006 Equity Incentive Plan (together, the “Plans”) will be treated in the Merger. The Merger and the treatment of Nextest Options in the Merger, however, are described more fully in the Merger Agreement filed by the Company with the Securities and Exchange Commission (“SEC”) on December 12, 2007 as an Exhibit to the Form 8-K and in the Tender Offer Solicitation/Recommendation Statement filed by the Company on Schedule 14D-9 on December 21, 2007 (the “Schedule 14D-9”). You may obtain a copy of the Merger Agreement and Schedule 14D-9 through the SEC’s website at ▇▇▇▇://▇▇▇.▇▇▇.▇▇▇. Each Option Holder should carefully read the Merger Agreement and Schedule 14D-9 for additional information and details about the Merger and the treatment of Nextest Options.
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Examples of Nextest in a sentence

  • Portsmouth, New Hampshire 03801 Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ If to Sublessee: If prior to the Commencement Date: Nextest Systems Corporation ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attn: C.F.O. If after the Commencement Date: Nextest Systems Corporation ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ San Jose, California 95135 Attn: C.F.O.

  • Options to purchase Shares that were granted to you under the Nextest Systems Corporation 1998 Equity Incentive Plan (“1998 Options”) only will accelerate in connection with the transaction described in the Merger Agreement to the extent the express terms of the agreement evidencing the 1998 Option provide for accelerated vesting.

  • Lessor has consented to such assignment and has agreed to pay directly to Sublessee the Nextest Allowance pursuant to Paragraph 8 of the Consent.

  • As a reminder, you can never trade in Nextest securities while you possess material, nonpublic information.

  • In connection with the transactions described in the Merger Agreement, options to purchase Shares automatically granted to non-employee directors under the Nextest Systems Corporation 2006 Equity Incentive Plan will accelerate as to 100% of the Shares that are then unvested (the “Accelerated Options”) at the time of the consummation of the Offer (the “Effective Time”) and will become exercisable for all the Shares subject to such option at the Effective Time.

  • If you wish to exercise your vested options to purchase Shares, you must coordinate the exercise of your Accelerated Options and vested 1998 Options (subject to Nextest’s pre-clearance requirements) by contacting ▇▇▇▇▇ ▇▇▇▇▇▇▇ of Nextest at (▇▇▇) ▇▇▇-▇▇▇▇ or ▇▇▇▇▇.▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ until the end of business on January 16, 2008.

  • In connection with the Merger and contingent upon its consummation, each outstanding Nextest Option (with the possible exception of certain option grants to non-employee directors) whether or not then vested or exercisable, will be assumed and converted automatically into an option to purchase shares of Teradyne upon the closing of the Merger (the “Effective Time”).

  • Nextest expects that the Effective Time could occur as early as the end of January 2008.

  • This Lease (“Lease”), dated for reference purposes only April 8, 2004, is made by and between ▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ (“Lessor”) and Nextest Systems Corporation, a California corporation (“Lessee”), (collectively the “Parties”, or individually a “Party”).

  • Note that Nextest will stop processing all exercises of Accelerated Options and 1998 Options at the close of market on January 16, 2008, unless this date is subsequently modified by Nextest.

Related to Nextest

  • Insight as used in this clause, means technical visibility into the Program, maintained through audit, surveillance, assessment of trends and metrics, software independent verification and validation, the flight readiness review process, and review or independent assessment of out-of-family anomalies occurring in any phase of the program.

  • Solutions means Products and Services provided under this “CPE Products & Services; Professional Services” Section.

  • Clear coating means a transparent coating designed to provide the final gloss and resistance properties of the coating system;

  • PECR means the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2426/2003).

  • SAIC means the State Administration for Industry and Commerce of the PRC and/or its regional and local counterparts.