Grouped Into 1,148 Collections of Similar Clauses From Business Contracts
This page contains Governing Law clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.4. Trustee Makes No Representation. The recitals herein contained are made by the Company and the Guarantors and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Truste...e makes no representation as to the validity or sufficiency of this Supplemental Indenture.5. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction hereof.View More
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, BY AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT YORK. THE PARTIES HERETO AGREE TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW SUBMIT TO THE EXTENT THAT JURISDICTION OF ANY UNITED STATES FEDERAL OR STATE COURT LOCATED IN THE APPLICATION BOROUGH OF MANHATTAN, IN THE LAWS CITY OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.4. Trustee Makes No Representation. The recitals herein contained are mad...e by the Company and the Guarantors and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.5. Counterparts. NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE. 010-9172-6310/3/AMERICAS Exhibit 4.7 4. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this the Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this the Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction hereof. purposes. View More
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.4. Trustee Makes No Representation. The recitals herein contained are made by the Company and the Guarantors and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The Truste...e makes no representation as to the validity or sufficiency of this Supplemental Indenture.5. Counterparts. YORK.5. MULTIPLE ORIGINALS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF Portable Document Format ("PDF") transmission shall constitute effective execution and delivery of this Supplemental Indenture instrument as to the parties hereto and may be used in lieu of the original Supplemental Indenture instrument for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect EFFECT OF HEADINGS. The headings of Headings. The Section headings herein are the Sections of this Supplemental Indenture have been inserted for convenience only of reference only, are not intended to be considered a part hereof and shall not effect modify or restrict any of the construction hereof. terms or provisions hereof.7. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary and the Company. View More
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, WITH THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.4. Trustee Makes No Representation. The recitals herein contained are made by the Company and the Guarantors and not by the Trustee, and the Trustee assumes no responsibility for the correctness thereof. The T...rustee makes no representation as to the validity or sufficiency of this Supplemental Indenture.5. Counterparts. YORK. 1 5. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Supplemental Indenture. The exchange of copies of this Supplemental Indenture and of signature pages by facsimile or PDF transmission transmissions shall constitute effective execution and delivery of this Supplemental Indenture as to the parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.6. Effect of Headings. The Section headings herein are for convenience only and shall not effect the construction hereof. purposes. View More
Governing Law. Regardless of the place of execution or performance, this Agreement and any related indemnification and confidentiality agreements between the parties will be deemed made in California. All actions arising hereunder or in connection herewith will fall under the exclusive jurisdiction and venue of the American Arbitration Association located in Los Angeles, CA and each of the parties hereto hereby agrees to the personal jurisdiction and venue of said arbitrator. The parties hereto agree to servic...e of process by certified mail or receipted courier. Any right to trial by jury with respect to any claim or proceeding related to or arising out of this engagement, or any transaction or conduct in connection herewith, is waived.View More
Governing Law. Regardless of the place of execution or performance, this Agreement and any related indemnification and confidentiality agreements between the parties will be deemed made in California. Delaware. All actions arising hereunder or in connection herewith will fall under the exclusive jurisdiction and venue of the American Arbitration Association located in Los Angeles, CA New York, NY and each of the parties hereto hereby agrees to the personal jurisdiction and venue of said arbitrator. The parties... hereto agree to service of process by certified mail or receipted courier. Any right to trial by jury with respect to any claim or proceeding related to or arising out of this engagement, or any transaction or conduct in connection herewith, is waived. 4 8. Integration. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous representations, proposals, discussions, and communications, whether oral or in writing. This Agreement may be modified only in writing and will be enforceable in accordance with its terms when signed by each of the parties hereto. View More
Governing Law. Regardless of the place of execution or performance, this Agreement and any related indemnification and confidentiality agreements between the parties will be deemed made in California. All actions arising hereunder or in connection herewith will fall under the exclusive jurisdiction and venue of the American Arbitration Association located in Los Angeles, CA and each of the parties hereto hereby agrees to the personal jurisdiction and venue of said arbitrator. The parties hereto agree to servic...e of process by certified mail or receipted courier. Any right to trial by jury with respect to any claim or proceeding related to or arising out of this engagement, or any transaction or conduct in connection herewith, is waived. 5 15. Advisory Services. Consultant is not a registered broker-dealer, attorney, accountant, negotiator, or financial advisor to the Company. Consultant will not make any recommendations about the Services and the Company will seek its own professional advice with respect to the Services. All payments made hereunder are nonrefundable. View More
Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the state in which the Premises are located.
Governing Law. This Amendment FourthAmendment shall be governed by and construed and enforced in accordance with the laws of the state in which the Premises are located.
Governing Law. This Amendment Assignment shall be governed by by, and construed construed, interpreted and enforced in accordance with the laws of the state in which the Premises are located.
Governing Law. Except to the extent that provisions of the Plan are governed by applicable provisions of the Code or other substantive provisions of federal law, the Plan and all SARs made and actions taken thereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. CHIPOTLE MEXICAN GRILL, INC. /s/ Neil Flanzraich By: Neil Flanzraich Its: Lead Director & Chairman of the Compensation Committee Parti...cipant Name 7 EX-10.2 3 d546424dex102.htm EX-10.2 EX-10.2 Exhibit 10.2 Stock Appreciation Rights Agreement This Stock Appreciation Rights Agreement ("SAR Agreement") evidences the grant to Brian R. Niccol (the "Participant") by Chipotle Mexican Grill, Inc. (the "Company") of the right to receive shares of Common Stock of the Company (the "Shares") on the terms and conditions provided for below (the "SARs") pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the "Plan"). This SAR Agreement and the SARs granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time. Capitalized terms used in this SAR Agreement and not defined herein shall have the meanings attributed to them in the Plan.View More
Governing Law. Except to the extent that provisions of the Plan are governed by applicable provisions of the Code or other substantive provisions of federal law, the Plan and all SARs made and actions taken thereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. CHIPOTLE MEXICAN GRILL, INC. By: /s/ Neil Flanzraich By: Neil Flanzraich Its: Lead Director & Chairman of the Chairman, Compensation C...ommittee Participant Name 7 EX-10.2 3 d546424dex102.htm EX-10.2 EX-10.2 EX-10.3 4 d755493dex103.htm EX-10.3 EX-10.3 Exhibit 10.2 10.3 Stock Appreciation Rights Agreement This Stock Appreciation Rights Agreement ("SAR Agreement") evidences the grant to Brian R. Niccol Participant Name (the "Participant") by Chipotle Mexican Grill, Inc. (the "Company") of the right to receive shares of Common Stock of the Company (the "Shares") on the terms and conditions provided for below (the "SARs") pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the "Plan"). This SAR Agreement and the SARs granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time. Capitalized terms used in this SAR Agreement and not defined herein shall have the meanings attributed to them in the Plan. View More
Governing Law. This Agreement and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed and to be performed wholly within the State of Delaware, without giving effect to the choice of law or conflict of law principles thereof or of any other jurisdiction to t...he extent that such principles would require or permit the application of the laws of another jurisdiction.View More
Governing Law. This Agreement and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed and to be performed wholly within the State of Delaware, without giving effect to the choice of law or conflict of law principles thereof or of any other jurisdiction to t...he extent that such principles would require or permit the application of the laws of another jurisdiction. View More
Governing Law. This Agreement and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State Commonwealth of Delaware Pennsylvania applicable to contracts executed and to be performed wholly within the State Commonwealth of Delaware, Pennsylvania, without giving effect to the choice of law or conflict of law... principles thereof or of any other jurisdiction to the extent that such principles would require or permit the application of the laws of another jurisdiction. View More
Governing Law. This Agreement and any disputes arising out of or related to this Agreement (whether for breach of contract, tortious conduct or otherwise), shall be governed in all respects, including validity, interpretation, and effect, by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed and to be performed wholly within the State of Delaware, without giving effect to the choice of law or conflict of law principles thereof or of any other jurisdiction to t...he extent that such principles would require or permit the application of the laws of another jurisdiction. View More
Governing Law. This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to the conflicts-of-law principles thereof. 7 11. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, or the arithmetic calculation of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or a...rithmetic calculations via email or facsimile (a) within two business days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder, as the case may be, then the Company shall, within two business days thereafter submit via facsimile or email (x) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (y) the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten business days from the time it receives the disputed determinations or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent manifest error.View More
Governing Law. This All questions concerning the construction, validity, enforcement and interpretation of this Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New York, without giving effect to the conflicts-of-law principles thereof. 7 Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Warrant (whether b...rought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in Hennepin County, Minnesota. Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in Hennepin County, Minnesota, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Warrant and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. 6 11. DISPUTE RESOLUTION. In the case of a A dispute as to the determination of the Exercise Price, the Closing Sale Price, Price or the arithmetic calculation of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations via email or facsimile (a) within two business days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder, as the case may be, then the Company shall, within two business days thereafter submit via facsimile or email (x) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by reasonably acceptable to the Holder or (y) the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside independent public accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten business days from the time it receives the disputed determinations or calculations. Such investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties absent manifest error. View More
Governing Law. This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance with, the internal laws of the State of New York, York without giving effect regard to the conflicts-of-law choice of law principles thereof. 7 11. DISPUTE RESOLUTION. The Holder, by accepting this Warrant, and the Company each irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court fo...r the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or -arising out of this Warrant. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Holder, by accepting this Warrant, and the Company each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Holder, by accepting this Warrant, and the Company each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. THE HOLDER, BY ACCEPTING THIS WARRANT, AND THE COMPANY EACH WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER. Each party shall bear its own expenses in any litigation conducted under this section. 9 14. Dispute Resolution. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, Price or the arithmetic calculation of the Warrant Shares, the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations via email or facsimile (a) to the Holder within two business days after five Business Days of receipt of the applicable notice giving rise to such dispute to the Company or the Holder, as the case may be, or (b) if no notice gave rise to such dispute, at any time after the Holder learned Notice of the circumstances Exercise giving rise to such dispute. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price, Closing Sale Price or the Warrant Shares within three business days five Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder, as the case may be, then the Company shall, within two five business days thereafter days, submit via facsimile or email (x) (a) the disputed determination of the Exercise Price or Closing Sale Price to an independent, reputable investment bank selected by the Company and approved by the Holder or (y) (b) the disputed arithmetic calculation of the Warrant Shares to the Company's independent, outside accountant. The Company shall cause at its expense the investment bank or the accountant, as the case may be, to perform resolve such dispute by choosing, in its entirety, the determinations determination or calculations calculation proposed by either the Company or the Holder, and the investment bank or accountant, as the case may be, shall have no authority to make any other resolution of such dispute. The investment bank or accountant, as the case may be, shall notify the Company and the Holder of the results no later than ten business 30 days from the time it receives the disputed determinations or calculations. Such The investment bank's or accountant's determination or calculation, as the case may be, shall be binding upon all parties the Company and the Holder absent manifest error. The costs and expenses of the investment bank or accountant, as the case may be, in connection with the resolution of such dispute will be paid by the party whose determination or calculation is not chosen by the investment bank or accountant, as the case may be, in its resolution of the dispute. View More
Governing Law. This Warrant shall be governed by and construed and enforced in accordance with, and all rights, obligations questions concerning the construction, validity, interpretation and liabilities hereunder performance of this Warrant shall be governed by, and construed in accordance with, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the conflicts-of-law principles thereof. 7 11. State of New York or any other jur...isdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. The Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company's obligations to the Holder or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. 17 12. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the arithmetic calculation of the number of Warrant Shares, Shares (as the case may be), the Company or the Holder (as the case may be) shall submit the disputed determinations or arithmetic calculations (as the case may be) via email or facsimile (a) (i) within two business days (2) Business Days after receipt of the applicable notice giving rise to such dispute to the Company or the Holder, as Holder (as the case may be, be) or (b) (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. dispute (including, without limitation, as to whether any issuance or sale or deemed issuance or sale was an issuance or sale or deemed issuance or sale of Excluded Securities). If the Holder and the Company are unable to agree upon such determination or calculation (as the case may be) of the Exercise Price, the Closing Sale Price, the Bid Price or fair market value or the number of Warrant Shares (as the case may be) within three business days (3) Business Days of such disputed determination or arithmetic calculation being submitted to the Company or the Holder, as Holder (as the case may be, be), then the Company shall, within two business days thereafter (2) Business Days submit via facsimile or email (x) (a) the disputed determination of the Exercise Price, the Closing Sale Price, the Bid Price or Closing Sale Price fair market value (as the case may be) to an independent, reputable investment bank selected by the Holder that is reasonably acceptable to the Company and approved by the Holder or (y) (b) the disputed arithmetic calculation of the number of Warrant Shares to the Company's an independent, outside accountant. accountant selected by the Holder that is reasonably acceptable to the Company. The Company shall cause at its expense the investment bank or the accountant, as accountant (as the case may be, be) to perform the determinations or calculations (as the case may be) and notify the Company and the Holder of the results no later than ten business days (10) Business Days from the time it receives the such disputed determinations or calculations. calculations (as the case may be). Such investment bank's or accountant's determination or calculation, as calculation (as the case may be, be) shall be binding upon all parties absent manifest demonstrable error. View More
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Each of the Investors and the Company (a) irrevocably and unconditionally consents to the personal jurisdiction and venue of the federal or state courts located in Wilmington, Delaware; (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it shall not bring any action relating to this Agreeme...nt or otherwise in any court other than such courts; and (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum. The parties agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in paragraph 18 or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof. Each of the parties, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right that such party may have to a trial by jury in any litigation based upon or arising out of this Agreement or any related instrument or agreement, or any of the transactions contemplated thereby, or any course of conduct, dealing, statements (whether oral or written), or actions of any of them. No party shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived.View More
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Each of the Investors Hill Path and the Company (a) irrevocably and unconditionally consents to the personal jurisdiction and venue of the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal or state courts located in Wilmington, Delaware; cou...rt within the State of Delaware); (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (c) agrees that it shall not bring any action relating to this Agreement or otherwise in any court other than such courts; and (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum. The parties agree that mailing of process or other papers in connection with any such action or proceeding in the manner provided in paragraph 18 Section 17 or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof. Each of the parties, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right that such party may have to a trial by jury in any litigation based upon or arising out of this Agreement or any related instrument or agreement, or any of the transactions contemplated thereby, or any course of conduct, dealing, statements (whether oral or written), or actions of any of them. No party shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. 7 16. Parties in Interest. This Agreement is solely for the benefit of the parties and is not enforceable by any other Person. View More
Governing Law. This Settlement Agreement, and any dispute arising out of, relating to or in connection with this Agreement shall be governed by by, and construed in accordance with with, the laws of the State of Delaware. Each Delaware, without giving effect to principles of conflict of laws that would require the application of the Investors and the Company law of a different jurisdiction. Each party to this Settlement Agreement (a) irrevocably and unconditionally consents submits to the personal jurisdiction...and venue of the federal or state courts of the United States of America located in Wilmington, Delaware; the State of Delaware and the Court of Chancery of the State of Delaware, (b) agrees that it shall will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; court, (c) agrees that it shall not bring any action relating to actions or proceedings arising in connection with this Agreement or otherwise the transactions contemplated by this Agreement shall be brought, tried and determined only in the Delaware Court of Chancery (or, only if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any state or federal court other than such courts; and within the State of Delaware), (d) waives any claim of improper venue or any claim that those courts are an inconvenient forum. The parties agree forum and (e) agrees that mailing of process it will not bring any action relating to this Agreement or the transactions contemplated hereunder in any court other papers in connection with any such action or proceeding in than the manner provided in paragraph 18 or in such other manner as may be permitted by applicable law, shall be valid and sufficient service thereof. aforesaid courts. Each of the parties, Parties to this Settlement Agreement, after consulting or having had the opportunity to consult with counsel, knowingly, voluntarily and intentionally waives any right that such party any of them may have to a trial by jury in any litigation based upon or arising out of this Agreement or any related instrument or agreement, or any of the transactions contemplated thereby, or any course of conduct, dealing, statements (whether oral or written), or actions of any of them. No party shall seek to consolidate, by counterclaim or otherwise, any action in which a jury trial has been waived with any other action in which a jury trial cannot be or has not been waived. View More
Governing Law. The Repurchase Program shall be governed by the laws of the State of Delaware. EX-4.2 3 trilinc-ex42_8.htm EX-4.2 trilinc-ex42_8.htm EXHIBIT 4.2 TRILINC GLOBAL IMPACT FUND, LLC THIRD AMENDED AND RESTATED UNIT REPURCHASE PROGRAM The Board of Managers of TriLinc Global Impact Fund, LLC, a Delaware limited liability company (the "Company"), has adopted a third amended and restated unit repurchase program (the "Repurchase Program"), the terms and conditions of which are set forth below. Capitalized ...terms shall have the same meaning as set forth in the Company's Fifth Amended and Restated Limited Liability Company Operating Agreement unless otherwise defined herein.View More
Governing Law. The Repurchase Program shall be governed by the laws of the State of Delaware. EX-4.2 3 trilinc-ex42_8.htm EX-4.2 trilinc-ex42_8.htm EX-4.1 2 trilinc-ex41_6.htm EX-4.1 trilinc-ex41_6.htm EXHIBIT 4.2 4.1 TRILINC GLOBAL IMPACT FUND, LLC THIRD FOURTH AMENDED AND RESTATED UNIT REPURCHASE PROGRAM The Board of Managers of TriLinc Global Impact Fund, LLC, a Delaware limited liability company (the "Company"), has adopted a third fourth amended and restated unit repurchase program (the "Repurchase Progra...m"), the terms and conditions of which are set forth below. Capitalized terms shall have the same meaning as set forth in the Company's Fifth Amended and Restated Limited Liability Company Operating Agreement unless otherwise defined herein. View More
Governing Law. All questions concerning the construction, validity and interpretation of the Stock Options and the 2012 Stock Plan shall be governed and construed according to the laws of the state of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Stock Options or the 2012 Stock Plan shall be brought only in the state or federal courts of the state of Delaware.
Governing Law. All questions concerning the construction, validity and interpretation of the Stock Options Units and the 2012 Stock Plan shall be governed and construed according to the laws of the state of Delaware, without regard to the application of the conflicts of laws provisions thereof. Any disputes regarding the Stock Options Units or the 2012 Stock Plan shall be brought only in the state or federal courts of the state of Delaware.
Governing Law. Except to the extent that provisions of the Plan are governed by applicable provisions of the Code or other substantive provisions of federal law, the Plan and all SARs made and actions taken thereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. 6 Signature page to Stock Appreciation Rights Agreement CHIPOTLE MEXICAN GRILL, INC. By: Darlene Friedman Chair,... Compensation Committee of the Board of Directors [Participant Name:] Participant 7 EX-10.2.4 3 cmg-20161231xex10_24.htm EX-10.2.4 Exhibit 1024 Exhibit 10.2.4 Stock Appreciation Rights Agreement This Stock Appreciation Rights Agreement ("SAR Agreement") evidences the grant to [ ] (the "Participant") by Chipotle Mexican Grill, Inc. (the "Company") of the right to receive shares of Common Stock of the Company (the "Shares") on the terms and conditions provided for below (the "SARs") pursuant to the Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the "Plan"). This SAR Agreement and the SARs granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time. Capitalized terms used in this SAR Agreement and not defined herein shall have the meanings attributed to them in the Plan. 1. Grant Date and Term. The date on which the SARs are granted is [ ] (the "Grant Date"). The term of the SARs is from the Grant Date until the seventh anniversary of the Grant Date, subject to earlier termination in connection with employment termination.View More
Governing Law. Except to the extent that provisions of the Plan are governed by applicable provisions of the Code or other substantive provisions of federal law, the Plan and all SARs made and actions taken thereunder shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the principles of conflicts of law thereof. 6 Signature page to Stock Appreciation Rights Agreement CHIPOTLE MEXICAN GRILL, INC. /s/ Neil Flanzraich By:...Darlene Friedman Neil Flanzraich Chair, Chairman, Compensation Committee of the Board of Directors [Participant Name:] Participant Name 7 EX-10.2.4 3 cmg-20161231xex10_24.htm EX-10.2.4 DM_US 79609446-2.082000. 0011 EX-10.14 4 cmg-20180331xex10_14.htm EX-10.14 Exhibit 1024 1014 Exhibit 10.2.4 10.14 Stock Appreciation Rights Agreement This Stock Appreciation Rights Agreement ("SAR Agreement") evidences the grant to [ ] Participant Name (the "Participant") by Chipotle Mexican Grill, Inc. (the "Company") of the right to receive shares of Common Stock of the Company (the "Shares") on the terms and conditions provided for below (the "SARs") pursuant to the Amended and Restated Chipotle Mexican Grill, Inc. 2011 Stock Incentive Plan (the "Plan"). This SAR Agreement and the SARs granted hereunder are expressly subject to all of the terms, definitions and provisions of the Plan as it may be amended and restated from time to time. Capitalized terms used in this SAR Agreement and not defined herein shall have the meanings attributed to them in the Plan. 1. Grant Date and Term. The date on which the SARs are granted is [ ] (the "Grant Date"). The term of the SARs is from the Grant Date until the seventh anniversary of the Grant Date, subject to earlier termination in connection with employment termination.View More
