GAIAM, INC GAIA

expiry = 2016-06-27...NS TO PURCHASE SHARES OF ITS CLASS A COMMON STOCK AT A PURCHASE PRICE IN CASH EQUAL TO $7.75 PER SHARE AND $7.75 PER OPTION (LESS THE APPLICABLE OPTION EXERCISE PRICE) THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 27, 2016, UNLESS THE OFFER IS EXTENDED. Gaiam, Inc. (“Gaiam,” the “Company,” “we,” “us,” or “our”) offers to purchase for cash up to an aggregate of 12.0 million (i) shares of its issued and outstanding Class A Common Stock, $0.0001 par value per s...

listed = True...Gaiam of all of the assets and liabilities, primarily related to, or used in, Gaiam’s fitness, yoga and wellness consumer products business, referred to in this Offer to Purchase as the “Brand Business” (the “Brand Business Sales”). See Section 6. The Shares are listed on the NASDAQ Global Market (“NASDAQ”) and trade under the symbol “GAIA.” On May 19, 2016, the last full trading day before we commenced the Offer, the last reported sale price of the Shares was $7.60 per Share. Shareholders and optionholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Securities. See Section...

mechanism = FIXED...Shares during the years ended December 31, 2015 or 2014, or in the period since December 31, 2015. 8. Source and Amount of Funds. The maximum value of Securities purchased in the Offer will be $93.0 million, calculated on the basis of 12.0 million Shares at a Purchase Price of $7.75 per Share (and assuming that no Options are tendered). We expect the maximum aggregate cost of this purchase, including all fees and expenses applicable to the Offer and assuming no Options are tendered, to be approximately $93.25 million. We will use available cash from the consummation of the Brand Business Sales to purchase the Securities in th...

no_priority = True...(which together, as they may be amended or supplemented from time to time, constitute the “Offer”). If more than an aggregate of 12.0 million Securities are tendered, all of the tendered Options and all of the Shares held by holders of less than 100 Shares (“odd lots”) who tender all of such Shares will be purchased and the number of Shares tendered by each holder will be subject to proration (except for Shares held in odd lots), as described in Section 1 (“Number of Securities; Purchase Price; Proration”). The tender offer will expire at 5:00 p.m., New York City time, on Monday, June 27, 2016 (such date and time, as the same may be extended, the “Expiration Date”), unless extended or terminated. Upon the terms and subject to...

price = USD 7.75...December 31, 2015. 8. Source and Amount of Funds. The maximum value of Securities purchased in the Offer will be $93.0 million, calculated on the basis of 12.0 million Shares at a Purchase Price of $7.75 per Share (and assuming that no Options are tendered). We expect the maximum aggregate cost of this purchase, including all fees and expenses applicable to the Offer and assuming no Options are tendered, to be approximately $93.2...

threshold = 100...oration calculation work? Proration refers to our purchase of properly tendered Shares on a pro rata basis if more than 12.0 million Securities are properly tendered. In such event, all of the tendered Options and all of the tendered Shares held by holders of fewer than 100 Shares (“odd lots”) who tender all of such Shares will be purchased and no proration will be applied with respect to, nor impact the purchase of, the tendered Options or Shares held in odd lots. If proration of tendered Shares (other than Shares held in odd lots) is required, we will determine the proration factor promptly after the Expiration Date. The...

txn_type = CONSOLIDATION...s, performance grants and other equity and incentive awards. The number of shares to be issued upon exercise of outstanding options and available for future grants under the 2009 Long-Term Incentive Plan is subject to adjustment in the event of a stock split, reverse stock split, stock dividend, split-up, split-off, spin-off, recapitalization, merger, consolidation, rights offering, reorganization, combination, subdivision or exchange of shares, any distribution to shareholders other than a normal cash dividend, or other extraordinary or unusual event. 19 Table of Contents As of May 19, 2016, 1,482,213 shares we...