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SEC Filings

S-1/A
CHIPOTLE MEXICAN GRILL INC filed this Form S-1/A on 12/23/2005
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    grants to holders of our Series B Preferred Stock and to our management shareholders, certain rights of first refusal with respect to any new shares that we may issue;

    grants to each of our management shareholders, the right to require McDonald's to purchase a minimum amount of such management shareholder's shares on specific dates provided for in the shareholder's agreement; and

    restricts the transfer of common shares by our management shareholders for (i) the period beginning seven days prior to and ending 180 days after the effective date of any public sale or distribution of our equity securities, or any securities convertible into or exchangeable or exercisable for such securities; and (ii) the period beginning ten days prior to and ending 180 days after the effective date of any offering by us of our equity securities to the public pursuant to an effective registration statement under the Securities Act or any comparable statement (subject to certain minimum price requirements for any such offering), any underwritten registration or any underwritten piggyback registration, unless the underwriters managing such offering agree otherwise.

        We expect that the shareholders' agreement will be terminated by our shareholders in connection with this offering.

Corporate Opportunity

        Under the terms of our certificate of incorporation, for so long as McDonald's owns at least 5% of our outstanding common stock or at least one person who is a director or officer of us is also a director or officer of McDonald's, McDonald's will not have a duty to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us, and neither McDonald's nor any of its officers or directors will be liable to us or our shareholders for breach of any duty by reason of any such activities. If McDonald's acquires knowledge of a potential transaction or matter that may be a corporate opportunity for McDonald's and us, McDonald's will have no duty to communicate or offer such corporate opportunity to us and will not be liable to us or our shareholders for breach of any duty as our shareholder if McDonald's pursues or acquires such corporate opportunity for itself, directs such corporate opportunity to another person or entity, or does not communicate information about, or offer, such corporate opportunity to us.

        Our amended certificate of incorporation will contain provisions related to corporate opportunities that may be of interest to both McDonald's and us. It will provide that if a corporate opportunity is offered to:

    one of our officers or employees who is also a director (but not an officer or employee) of McDonald's, that opportunity will belong to us unless expressly offered to that person primarily in his or her capacity as a director of McDonald's, in which case it will belong to McDonald's;

    one of our directors who is also an officer or employee of McDonald's, that opportunity will belong to McDonald's unless expressly offered to that person primarily in his or her capacity as our director, in which case it will belong to us; and

    any person who is either (i) an officer or employee of both us and McDonald's or (ii) a director of both us and McDonald's (but not an officer or employee of either one), that opportunity will belong to McDonald's unless expressly offered to that person primarily in his or her capacity as our director, in which case such opportunity shall belong to us.

        In addition, no such director, officer or employee will be liable to us or our shareholders for breach of any duty by reason of the fact that in compliance with those guidelines, (i) the director, officer or employee offered such corporate opportunity to McDonald's (rather than us) or did not communicate information about such corporate opportunity to us; or (ii) McDonald's pursues or acquires such corporate opportunity

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