Shake Shack 2015 Annual Report Download - page 110

for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.
“ CB Floating Rate ” means the Prime Rate; provided
that the CB Floating Rate shall never be less than the Adjusted One Month LIBOR Rate for
a one month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day). Any change in the CB Floating
Rate due to a change in the Prime Rate or the Adjusted One Month LIBOR Rate shall be effective from and including the effective date of such change in
the Prime Rate or the Adjusted One Month LIBOR Rate, respectively.
“ CBFR ”,
when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the CB Floating Rate.
“ Change in Control ” means the occurrence of any of the following at any time:
(a) any:
(1) Person or Persons (other than a Permitted Holder), or
(2) Persons (other than one or more Permitted Holders) constituting a “group” (
as such term is used in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934, as amended, but excluding any employee benefit plan of such person and its Subsidiaries, and any
person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan)
shall become the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-
5 under such Act), directly or indirectly, of Equity Interests
representing more than 35% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Shake Shack
and the percentage of aggregate ordinary voting power so held is greater than the percentage of the aggregate ordinary voting power represented
by the Equity Interests of Shake Shack beneficially owned, directly or indirectly, in the aggregate by one or more of the Permitted Holders; or
(b) Shake Shack shall cease to own beneficially and of record at least 14% of the Equity Interests of the Borrower; or
(c) Shake Shack shall cease to operate and control all of the business and affairs of the Borrower.
“ Change in Law ”
means, (a) the adoption of any law, rule, regulation or treaty (including any rules or regulations issued under or implementing
any existing law) after the date of this Agreement, (b) any change in any law, rule, regulation or treaty or in the interpretation or application thereof by
any Governmental Authority after the date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or, for purposes of Section 2.15(b),
by any lending office of such Lender or by such Lender's or the Issuing Bank's holding company, if any) with any request, guideline or directive (whether
or not having the force of law) of any Governmental Authority made or issued
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