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S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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    McDonald's, if following a request by McDonald's), as applicable, of its intention to effect such a registration; and (ii) shall register under such Registration Statement all Registrable Shares (in accordance with the priorities set forth in Sections 3.2 and 3.3 below) with respect to which the Company shall have received written requests therefor within 15 days after delivery of the Company's notice (each such registration, a "Piggyback Registration").

            3.2    Priority on Primary Registrations.    If a Piggyback Registration is an underwritten primary registration on behalf of the Company and the managing underwriters advise the Board of Directors in writing that in their opinion the total number of shares of Common Stock (including the Registrable Shares) requested to be included in the registration is such as would create a substantial risk of adversely affecting the ability of the underwriters to effect the underwritten offering, then the Company shall include in such registration only such number of shares of Common Stock, if any, which the Company is so advised can be sold in such offering without materially and adversely affecting the ability of the underwriters to execute the offering. The Company shall include in such registration (i) first, 100% of the Equity Securities that the Company proposes to sell; (ii) second, if McDonald's participates in such registration, 100% of the Registrable Shares that McDonald's proposes to sell; (iii) third, only if all the Registrable Shares referred to in clause (ii) have been included, the number of Registrable Shares requested to be included therein pro rata among the Investors on the basis of the respective number of Registrable Shares as to which registration has been requested; and (iv) fourth, only if all of the Registrable Shares referred to in clauses (ii) and (iii) have been included, any other securities requested to be included therein.

            3.3    Priority on Secondary Registrations.    If a Piggyback Registration is an underwritten secondary registration on behalf of McDonald's and the managing underwriters advise the Board of Directors in writing that in their opinion the total number of shares of Common Stock (including the Registrable Shares) requested to be included in the registration is such as would create a substantial risk of adversely affecting the ability of the underwriters to effect the underwritten offering, then the Company shall include in such registration such number of shares of Common Stock which the Company is so advised can be sold in such offering. The Company shall include in such registration (i) first, 100% of the Registrable Shares that McDonald's proposes to sell; (ii) second, only if all the Registrable Shares referred to in clause (i) have been included, the number of Registrable Shares requested to be included therein pro rata among the Investors on the basis of the respective number of Registrable Shares as to which registration has been requested; and (iii) third, only if all of the Registrable Shares referred to in clauses (i) and (ii) have been included, any other securities requested to be included therein.

            3.4    Other Registrations.    If the Company has previously filed or designated a registration statement with respect to Registrable Shares pursuant to Section 2.1(b) or pursuant to this Section 3, and if such previous registration has not been withdrawn or abandoned, the Company shall not file, designate or cause to be effected any other registration of any of its Equity Securities under the Securities Act (except on Form S-4 or S-8 or any successor form to such forms or part of any registration of securities for offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least 120 days has elapsed from the effective date of such previous registration.

            3.5    Selection of Underwriters.    If a Piggyback Registration involves an underwritten primary registration on behalf of the Company, the managing underwriter or underwriters thereof shall be selected by the Company, subject to the approval of the holders of at least 50% of the securities requested to be registered, which approval shall not be unreasonably withheld or delayed.

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