such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in accordance with the provisions of this warrant.
1.7 Number of Shares. Reference is hereby made to that certain Loan and Security Agreement by and between the Company and Pacific Western Bank dated as of August 9, 2017, as amended from time to time (the Loan Agreement)). The Number of Shares for which this warrant shall be exercisable (subject to adjustment as provided in Article 2) shall be (a) initially, 37,866 Shares, plus (b) upon Pacific Western Bank making the first Term Loan B (as defined in the Loan Agreement), an additional Number of Shares equal to 27,539. For the avoidance of doubt, the maximum number of Shares issuable pursuant to this warrant shall not exceed 65,405.
ADJUSTMENTS TO THE SHARES
2.1 Stock Dividends, Splits, Etc. If the Company declares or pays a dividend on its common stock payable in common stock, or other securities, or subdivides the outstanding common stock into a greater amount of common stock, then upon exercise of this warrant, for each Share acquired, Holder shall receive, without cost to Holder, the total number and kind of securities to which Holder would have been entitled had Holder owned the Shares of record as of the date the dividend or subdivision occurred.
2.2 Reclassification, Exchange or Substitution. Upon any reclassification, exchange, substitution, or other event that results in a change of the number and/or class of the securities issuable upon exercise or conversion of this warrant, Holder shall be entitled to receive, upon exercise or conversion of this warrant, the number and kind of securities and property that Holder would have received for the Shares if this warrant had been exercised immediately before such reclassification, exchange, substitution, or other event. Such an event shall include any automatic conversion of the outstanding or issuable securities of the Company of the same class or series as the Shares to common stock pursuant to the terms of the Companys amended and restated certificate of incorporation, as may be amended from time to time (the Certificate of Incorporation), including upon the closing of a registered public offering of the Companys common stock. The Company or its successor shall promptly issue to Holder a new warrant for such new securities or other property. The new warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article 2 including, without limitation, adjustments to the Warrant Price and to the number of securities or property issuable upon exercise of the new warrant. The provisions of this Section 2.2 shall similarly apply to successive reclassifications, exchanges, substitutions, or other events.
2.3 Adjustments for Combinations, Etc. If the outstanding Shares are combined or consolidated, by reclassification or otherwise, into a lesser number of shares, the Warrant Price shall be proportionately increased. If the outstanding Shares are split, reclassified or otherwise, into a greater number of shares, the Warrant Price shall be proportionately decreased.
2.4 Adjustments for Diluting Issuances. In the event of the issuance (a Diluting Issuance) by the Company after the Issue Date of securities at a price per share less than the Warrant Price, that results in a downward adjustment to the Conversion Price (as defined in the