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CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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            3.6    Limitations on Registrations.    The Company shall not register any of its securities for sale for its own account (other than securities issued to employees of the Company under an employee benefit plan or securities issued to effect a business combination pursuant to Rule 145 promulgated under the Securities Act and other than a registration on Form S-3) except as a firm commitment underwriting.

            3.7    No Effect on Demand Registrations.    No registration or designation of Registrable Shares effected pursuant to a request under this Section 3 shall be deemed to have been effected pursuant to Section 2 or shall relieve the Company of its obligations under Section 2.

        4.    Registration Procedures.    Whenever McDonald's shall have made a Notice of Demand, the Company shall use all reasonable and diligent efforts to effect the registration and sale of such Registrable Shares in accordance with the intended method or methods of disposition thereof and, pursuant thereto, the Company shall as expeditiously as possible:

            (a)   within 30 days of receipt of such Notice of Demand, prepare and file with the Commission, or designate an existing filing as, a Registration Statement with respect to such Registrable Shares and use its reasonable best efforts to cause such Registration Statement to become effective or otherwise make available for use by the sellers of Registrable Shares a previously filed effective Registration Statement; provided that before filing or designating a Registration Statement or Prospectus, or filing any amendment thereof or supplement thereto, the Company shall furnish copies of all such documents proposed to be filed or designated to counsel for the sellers of Registrable Shares;

            (b)   prepare and file with the Commission such pre- and post-effective amendments of and supplements to such Registration Statement and the Prospectus(es) used in connection therewith as may be (i) reasonably requested by McDonald's; (ii) reasonably requested by any seller of Registrable Shares (to the extent such request relates to information relating to such seller); or (iii) necessary to keep such Registration Statement effective for the Registration Period, and comply with the provisions of the applicable Securities Laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;

            (c)   furnish to the sellers of Registrable Shares or counsel for the sellers such number of copies of such Registration Statement, the Prospectus(es) included in such Registration Statement (including each preliminary Prospectus), any other prospectus filed under Rule 424 promulgated under the Securities Act relating to the sellers' Registrable Shares, any Issuer Free Writing Prospectuses, and each amendment of and supplement to any of the preceding, in conformity with the requirements of the Securities Act, and such other documents as any seller may reasonably request in order to facilitate the disposition of its Registrable Shares under such Registration Statement;

            (d)   use its reasonable and diligent efforts to register or qualify such Registrable Shares under the securities or blue sky laws of such jurisdictions as any seller of Registrable Shares reasonably requests and keep such registration or qualification in effect for so long as any Registration Statement remains in effect, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Shares owned by it; provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this subparagraph; (ii) subject itself to taxation in any such jurisdiction; or (iii) consent to general service of process in any such jurisdiction;


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