Print Page  |  Close Window

SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
Entire Document
 << Previous Page | Next Page >>


        "Effectiveness Date" means the date on which McDonald's is no longer subject to any underwriter's lock-up or other contractual restriction in connection with the Initial Public Offering.

        "Equity Securities" means the Common Stock and the Class B Common Stock and any other rights to subscribe for or to purchase, or any options for the purchase of, Common Stock, any stock or security convertible into or exchangeable or exercisable for Common Stock or any stock, security or interest in the Company whether or not convertible into or exchangeable or exercisable for Common Stock.

        "Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

        "Free Writing Prospectus" means a free writing prospectus, as defined in Rule 405 under the Securities Act.

        "Group" has the meaning set forth in Rule 13d-5 under the Exchange Act.

        "Indemnified Company Parties" has the meaning set forth in Section 8.1(b).

        "Indemnified Parties" has the meaning set forth in Section 8.1(a)."

        "Individual Shareholders" has the meaning set forth in the Preamble.

        "Initial Public Offering" has the meaning set forth in the Recitals.

        "Investors" has the meaning set forth in the Preamble.

        "Issuer Free Writing Prospectus" means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act.

        "Long-Form Registration" has the meaning set forth in Section 2.1(a).

        "Losses" has the meaning set forth in Section 8.1(a).

        "McDonald's" has the meaning set forth in the Preamble.

        "Notice of Demand" has the meaning set forth in Section 2.1(b).

        "Permitted Free Writing Prospectus" has the meaning set forth in Section 7(a).

        "Person" means a natural person, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or other entity, or a governmental entity or any department, agency or political subdivision thereof.

        "Piggyback Registration" has the meaning set forth in Section 3.1.

        "Preemption Notice" has the meaning set forth in Section 2.3(a).

        "Prospectus" means the prospectus included in the Registration Statement at each such time as such Registration Statement is filed with the Commission and at the time such Registration Statement is declared effective, as amended or supplemented by any prospectus supplement and by all other amendments thereof, including post-effective amendments, and all material incorporated by reference into such Prospectus.

        "Registrable Shares" means (i) the shares of Common Stock beneficially owned by the Investors on the date hereof; (ii) shares of Common Stock issued or issuable upon conversion of the Class B Common Stock; and (iii) any other shares of Common Stock issued or issuable as a distribution with respect to or in exchange or replacement for or exercise of any shares referred to in clauses (i) and (ii). Registrable Shares shall cease to be such when (i) a Registration Statement with respect to the sale thereof shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement; (ii) they shall have been sold as permitted

2


 << Previous Page | Next Page >>