Ti	=	Conversion upon a Qualified Financing
//	=	The original section text (far below) was a single block of text. This divides it into its three sentences. The second sentence is left as is and the third is only slightly broken up. The first sentence is a bear. It contains numerous alternatives and has too many ideas embedded. To begin to make it readable, we first reduce it to something like a normal sentence with placeholders for the more complex clauses. Then we break those complex clauses apart on the same principle. This is still hard to read and follow, but it has structure, can be automated and worked. It needs more comments, and a rewrite.
	=
1.sec	=	In the event that {QualifiedFinancing.cl}, then {NotesConvert.cl} at a conversion price equal to {Price.cl}.
QualifiedFinancing.cl	=	{CompanyIssuesEquity.cl} {While.cl} {RaisingAtLeast.cl}
CompanyIssuesEquity.cl	=	the {_Company} issues and sells shares of its equity securities ( "{DefT.Equity_Securities}") to investors (the "{DefT.Investors}")
While.cl	=	Select: {While.cl/Maturity} {While.cl/NoteOutstanding}
While.cl/Maturity	=	on or before the {_Maturity_Date}
While.cl/NoteOutstanding	=	while this {_Note} remains outstanding
//	=	This could read "in a "Qualified Financing", if "Qualified Financing" was made a separate defined term.
RaisingAtLeast.cl	=	in an equity financing with total proceeds to the {_Company} of not less than {EquityEvent.ThresholdProceeds.$} (excluding the conversion of the {_Notes} or other convertible securities issued for capital raising purposes (e.g., Simple Agreements for Future Equity)) (a "{DefT.Qualified_Financing}")
NotesConvert.cl	=	the outstanding principal amount of this {_Note} and any unpaid accrued interest shall automatically convert in whole without any further action by the {_Holder} into {_Equity_Securities} sold in the {_Qualified_Financing}
Price.cl	=	Select: {Price.cl/Cash/Full} {Price.cl/Cash/Discounted} {Price.cl/Lesser}
Price.cl/Cash/Full	=	the cash price paid per share for {_Equity_Securities} by the {_Investor}s in the {_Qualified_Financing}
Price.cl/Cash/Discounted	=	the cash price paid per share for {_Equity_Securities} by the {_Investor}s in the {_Qualified_Financing} multiplied by {PriceRatio.%}
Price.cl/Lesser	=	the lesser of (i) {Price.cl/Cash}, and (ii) the quotient resulting from dividing {Convert.Valuation.$} by the number of outstanding shares of {_Common_Stock} of the {_Company} {OutstandingSharesCalculation.cl}
OutstandingSharesCalculation.cl	=	{OutstandingWhen.cl} {OutstandingAssumingConversion.cl}
OutstandingWhen.cl	=	Select: {OutstandingWhen.cl/Late} {OutstandingWhen.cl/Early}
OutstandingWhen.cl/Late	=	immediately prior to the {_Qualified_Financing}
OutstandingWhen.cl/Early	=	as of the date of the {_Note}
2.sec	=	The issuance of {_Equity_Securities} pursuant to the conversion of this {_Note} shall be upon and subject to the same terms and conditions applicable to {_Equity_Securities} sold in the {_Qualified_Financing}.
//	=	This used to say "paragraph" and now we make it automatically refer to the section number of the whole section to avoid the ambiguity that we created. :)
3.0.sec	=	Notwithstanding this {Xref}, if the conversion price of the {_Notes} as determined pursuant to this {Xref} (the "{DefT.Conversion_Price}") is less than the price per share at which {_Equity_Securities} are issued in the {_Qualified_Financing}, the {_Company} may, solely at its option, elect to convert this {_Note} into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the {_Equity_Securities} issued in the {_Qualified_Financing}, and otherwise on the same terms and conditions, other than with respect to (if applicable):
3.1.sec	=	the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the {_Conversion_Price}; and
3.2.sec	=	the per share dividend, which will be the same percentage of the {_Conversion_Price} as applied to determine the per share dividends of the {_Investor}s in the {_Qualified_Financing} relative to the purchase price paid by the {_Investor}s.
3.	=	[G/Z/ol-i/s2]
	=	[G/Z/ol/s3]
//	=	The text as it was:
In the event that the Company issues and sells shares of its equity securities ( "**_Equity Securities_**") to investors (the "**_Investors_**") [on or before the Maturity Date][while this Note remains outstanding] in an equity financing with total proceeds to the Company of not less than $[**_________**] (excluding the conversion of the Notes or other convertible securities issued for capital raising purposes (_e.g._, Simple Agreements for Future Equity)) (a "**_Qualified Financing_**"), then the outstanding principal amount of this Note and any unpaid accrued interest shall automatically convert in whole without any further action by the Holder into Equity Securities sold in the Qualified Financing at a conversion price equal to [the cash price paid per share for Equity Securities by the Investors in the Qualified Financing[ multiplied by 0.[*__*].][the lesser of (i) the cash price paid per share for Equity Securities by the Investors in the Qualified Financing[ multiplied by 0.[*__*], and (ii) the quotient resulting from dividing $[*_________*] by the number of outstanding shares of Common Stock of the Company [immediately prior to the Qualified Financing ][as of the date of the Note ](assuming conversion of all securities convertible into Common Stock and exercise of all outstanding options and warrants, [including all shares of Common Stock reserved and available for future grant under any equity incentive or similar plan of the Company, and/or any equity incentive or similar plan to be created or increased in connection with the Qualified Financing,] but excluding the shares of equity securities of the Company issuable upon the conversion of Notes or other convertible securities issued for capital raising purposes (_e.g._, Simple Agreements for Future Equity)).] The issuance of Equity Securities pursuant to the conversion of this Note shall be upon and subject to the same terms and conditions applicable to Equity Securities sold in the Qualified Financing.[Notwithstanding this paragraph, if the conversion price of the Notes as determined pursuant to this paragraph (the "**_Conversion Price_**") is less than the price per share at which Equity Securities are issued in the Qualified Financing, the Company may, solely at its option, elect to convert this Note into shares of a newly created series of preferred stock having the identical rights, privileges, preferences and restrictions as the Equity Securities issued in the Qualified Financing, and otherwise on the same terms and conditions, other than with respect to (if applicable): (i) the per share liquidation preference and the conversion price for purposes of price-based anti-dilution protection, which will equal the Conversion Price; and (ii) the per share dividend, which will be the same percentage of the Conversion Price as applied to determine the per share dividends of the Investors in the Qualified Financing relative to the purchase price paid by the Investors.]	=