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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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      indemnifying Person on the one hand and the indemnified Person on the other hand; or (ii) if the allocation provided by clause (i) of this Section 8.2(a) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) in this Section 8.2(a) but also the relative fault of the indemnifying Person on the one hand and of the indemnified Person on the other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations. In connection with any Registration Statement filed with the Commission by the Company, (x) the relative benefits received by the Company on the one hand and the Investors on the other hand shall be deemed to be in the same respective proportions as the net proceeds from the offering of securities registered thereunder (before deducting expenses) received by the Company and the net proceeds from the offering of securities registered thereunder (before deducting expenses) received by the Investors, bear to the aggregate public offering price of the securities registered thereunder; (y) the relative fault of the Company on the one hand and the Investors on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Investors and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; and (z) the Investors' respective obligations to contribute pursuant to this Section 8.2 are several in proportion to the respective number of shares of securities they sell under any such Registration Statement, and not joint, and the contribution of each Investor shall be in proportion to and limited in all events to the net proceeds received by such Investor from the sale of Registrable Shares pursuant to such Registration Statement.

              (b)   The Company and the Investors agree that it would not be just or equitable if contribution pursuant to this Section 8.2 were determined by pro rata allocation (even if the Investors were treated as one entity for such purposes) or by any other method of allocation that does not take account of the equitable considerations referred to in Section 8.2(a) hereof. The amount paid or payable by an indemnified Person as a result of the Losses referred to in Section 8.2(a) shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified Person in connection with investigating or defending any action or claim for Losses (a "Claim"). Notwithstanding the provisions of this Section 8.2, in connection with any Registration Statement filed by the Company, none of the Investors shall be required to contribute any amount in excess of the net proceeds from the offering of the securities registered thereunder (before deducting expenses) received by such Investor under such Registration Statement. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section 8.2 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified Person at law or in equity.

            8.3    Procedures.    Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying Person of any Claim with respect to which it seeks indemnification; and (ii) unless in such indemnified Person's reasonable judgment a conflict of interest between such indemnified and indemnifying Persons may exist with respect to such Claim, the indemnifying Person shall have the absolute right, in its sole discretion and expense, to elect to defend, contest or otherwise protect against any such Claim with legal counsel of its own selection, reasonably satisfactory to the indemnified Person. The indemnified Person shall have the right, but not the obligation, to participate, at its own expense, in the defense thereof through counsel of its own choice and shall have the right, but not the obligation, to assert any and all cross-claims or counterclaims it may have. If the indemnifying Person elects to assume the defense of such Claim,

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