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CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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            10.4    Other Registration Rights.    The Company shall not hereafter grant to any Person or Persons the right to request the Company to register any Equity Securities without the prior express written consent of McDonald's. The Company shall not include in any Demand Registration or Piggyback Registration any securities which are not Registrable Shares unless and until all Registrable Shares requested to be registered have first been so included.

            10.5    Amendments and Waivers.    This Agreement may be amended, supplemented or modified at any time, and any term or condition of the Agreement may be waived at any time by the party hereto that is entitled to the benefit hereof, in each case by a written instrument duly executed by the Company and (i) in the case of any such amendment, supplement or modification, McDonald's and the holders of at least 80% of the vote represented by the Registrable Shares held by the remaining Investors; or (ii) in the case of any such waiver, by the party waiving such term or condition; provided, however, that the provisions of this Agreement may not be amended, supplemented or modified without the consent of the holders of all the Registrable Shares adversely affected by such amendment, supplement or modification if such amendment, supplement or modification adversely affects a portion of the Registrable Shares but does not so adversely affect all of the Registrable Shares. Any amendment, supplement or modification of this Agreement or waiver of any term or condition of this Agreement effected in accordance with this Section 10.5 shall be binding upon each holder of Registrable Shares of the Company. No waiver by any party of any term or condition of this Agreement, in one or more instances, shall be deemed to be or construed as a waiver of the same term or condition of this Agreement on any future occasion.

            10.6    Successors, Assigns and Transferees.    

              (a)   Each party may assign all or a portion of its rights hereunder to any Person to which such party transfers its ownership of all or any of its Registrable Shares; provided that no such assignment shall be binding upon or obligate the Company to any such assignee unless and until the Company shall have received notice of such assignment as herein provided and a written agreement of the assignee to be bound by the provisions of this Agreement; and provided, further, that the rights described under Section 2.1 shall not transfer to any Person unless such Person (i) is an Affiliate of the holder transferring such rights; or (ii) acquires at least 331/3% of the Registrable Shares of the Company initially held by McDonald's.

              (b)   The terms and provisions of this Agreement shall be binding on and inure to the benefit of each of the parties hereto and their respective successors and permitted assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon any Person not a party hereto (other than each other Person entitled to indemnity or contribution under Section 8 hereof) any right, remedy or claim under or by virtue of this Agreement.

            10.7    Term.    Section 8 hereof shall remain in effect with respect to an Investor so long as such Investor may, in the reasonable judgment of counsel for such Investor as evidenced by a written opinion to such effect, constitute a "controlling person" with respect to the Company, or be part of a Group that may constitute such a "controlling person," within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act.

            10.8    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, (i) such provision shall be fully severable; (ii) this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance here from; and (iv) in lieu of such


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