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SEC Filings

CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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    date of the Registration Statement filed or designated in connection with any underwritten public offering (or, in the case of an offering on Form S-3, the date of the closing under the underwriting agreement in connection therewith), unless the managing underwriter or underwriters thereof shall otherwise agrees. Notwithstanding the foregoing, the Company may effect a public sale or distribution of Equity Securities during the periods described above if such sale or distribution is made pursuant to registrations on Form S-4 or S-8 or any successor form to such forms or as 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. The Company agrees to use its reasonable best efforts to obtain from each holder of restricted securities of the Company which securities are the same as or similar to the Registrable Shares being registered, or any restricted securities convertible into or exchangeable or exercisable for any such securities, an agreement not to effect any public sale or distribution of such securities during any period referred to in this paragraph, except as part of any such underwritten public offering, if permitted.

    7.    Other Agreements.    (a) Each Investor represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on it behalf or use or refer to, any Free Writing Prospectus, and has not distributed and will not distribute any written materials in connection with the offer or sale of the Common Stock without the prior express written consent of the Company and, in connection with any underwritten offering, the underwriters. Any such Free Writing Prospectus consented to by the Company and the underwriters, as the case may be, is hereinafter referred to as a "Permitted Free Writing Prospectus." The Company represents and agrees that it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

            (b)   If requested by the underwriter(s) for any underwritten offering pursuant to a Demand Registration, the Company shall enter into an underwriting agreement with such underwriter(s) for such offering, such agreement to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type. In any such case, the Company shall allow McDonald's and its counsel to participate in the negotiation of such underwriting agreement, and approve its terms, such approval not to be unreasonably withheld or delayed. Each of the Investors participating in such registration shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriter(s) shall also be made to and for the benefit of such Investors and that any or all of the conditions precedent to the obligations of such underwriters(s) under such underwriting agreement be conditions precedent to the obligations of such Investors thereunder. Any such Investor shall not be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such Investor, such Investor's title to the Registrable Shares, such Investor's intended method or methods of distribution and any other representation required by law. No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell its securities on the basis provided in such underwriting agreement; and (ii) completes and executes all questionnaires, powers of attorney (which may contain customary terms regarding the minimum price of the Registrable Shares to be sold in the subject offering), custody agreements, indemnities and other documents reasonably required under the terms of such underwriting agreement.

        8.    Indemnification and Contribution.    

      8.1    Indemnification.    (a) The Company agrees to indemnify and hold harmless, to the extent permitted by law, each Investor and, in the case of an underwritten offering, each underwriter, their respective officers and directors and each Person who controls such Investor or underwriter, as applicable, (within the meaning of the Securities Act) (collectively, the


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