Common use of Registration Priority Clause in Contracts

Registration Priority. Notwithstanding any other provision of this Section 5, if the underwriter advises the Company in writing that in its good faith judgment the number of shares requested to be registered exceeds the number of shares which can be sold in such offering: (a) the number of shares so requested to be included in the offering will be reduced to that number of shares which in the good faith judgment of the underwriter can be sold in such offering and (b) such reduced number of shares will be allocated first to the securities CGPI proposes to sell; second to those CGPI stockholders having registration rights pursuant to the terms of that certain Registration Rights Agreement dated September 29, 1995 and that certain Stockholders and Registration Rights Agreement dated March 19, 1999 in accordance with the terms of each such agreement; third, to those CGPI stockholders having registration rights pursuant to the terms of those certain Registration Rights Agreements dated March 12, 2001 in accordance with the terms of each such agreement; and fourth, to Atrix, with respect to the Shares.