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CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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              (c)   Subject to the terms and conditions hereof, each Demand Registration shall register the offer and sale of Registrable Shares for all cash consideration and shall be Short-Form Registrations whenever the Company is eligible to use Form S-3, unless McDonald's specifically requests a Long-Form Registration. It is agreed that at any time when the Company is eligible to file a Registration Statement on Form S-3 (or any successor form), McDonald's may request that the Company file a Registration Statement pursuant to Rule 415 under the Securities Act to permit the offering of the Registrable Shares on a delayed or continuous basis. Once the Company has become subject to the reporting requirements of the Exchange Act, the Company shall use its reasonable and best efforts to make Short-Form Registrations available for the sale of Registrable Shares.

            2.2    Continued Effectiveness.    The Company shall use its reasonable best efforts to keep any Registration Statement filed or designated pursuant to Section 2.1(b) continuously effective under the Securities Act in order to permit the Prospectus forming a part thereof to be usable by sellers of the Registrable Shares covered thereby until the earlier of (i) the date as of which all Registrable Shares have been sold pursuant to the Registration Statement or another registration statement filed under the Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder); and (ii) the date as of which each of such sellers is permitted to sell its Registrable Shares without registration pursuant to Rule 144 under the Securities Act without volume limitation or other restrictions on transfer thereunder (such period of effectiveness, the "Registration Period"). Subject to Section 2.4, the Company shall not be deemed to have used its reasonable best efforts to keep the Registration Statement effective during the Registration Period if the Company voluntarily takes any action or omits to take any action that would result in sellers of the Registrable Shares covered thereby not being able to offer and sell any Registrable Shares pursuant to such Registration Statement during the Registration Period, unless such action or omission is required by applicable law.

      2.3    Preemption.    (a) If, not more than 30 days prior to receipt of a Notice of Demand, the Company shall have (i) circulated to prospective underwriters and their counsel a draft of a Registration Statement for a primary offering of Common Stock on behalf of the Company; (ii) solicited bids for a primary offering of shares of Common Stock; or (iii) otherwise reached an understanding with an underwriter with respect to a primary offering of shares of Common Stock, the Company may preempt such Demand Registration with such primary offering by delivering written notice of such intention to pursue a primary offering (the "Preemption Notice") to McDonald's within five days after the Company has received the Notice of Demand; provided, however, that the Company shall not be permitted to preempt a Demand Registration (i) more than once during any 12-month period; or (ii) for a period exceeding 30 days following the date of the Preemption Notice on any one occasion, unless a registration statement relating to a primary offering of securities shall have become effective during such 30-day period, in which event such period may be extended for up to an additional 10 days.

              (b)   If the Company preempts a Demand Registration, in the ensuing registration of the primary offering of Common Stock, the Company shall (i) as soon as practicable (but in no event less than 30 days prior to the proposed date of filing or designation of the related Registration Statement), give written notice to the Investors of its intention to make such primary offering and of their right to register their Registrable Shares in connection therewith; and (ii) register under such Registration Statement all Registrable Shares (in accordance with the provisions set forth in Section 3.2 below) with respect to which the Company shall have received written requests therefor within 15 days after delivery of the Company's written notice. If, at any time after giving written notice of its intention to register a primary offering of Common Stock and prior to the effective date of the related Registration Statement, the Company shall determine for any reason not to register or to delay registration of such


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