definiens: means and shall be deemed to ha ve occurred if ( except if occurring in connection with an issuance by the Borrower of Capital Securit ies or other equity interests in connection with a public equity offering or a private equity offering primar ily to venture investors for capital raising purpos es ) ( i ) any or ( within the meaning of Rule 13d -5 of the Securities Exchange Act of 1934 as in eff ect on the date hereof ) shall own, directly or indirectly, beneficially or of record, determined on a fully d iluted basis, more than 40 % of the Voting Securities of the Borro wer or ( ii ) a majority of the seats ( other than vac ant seats ) on the board of directors ( or equivalent ) of the Bo rrower shall at any time be occupied by persons who were neither ( x ) nominated by the board of directors of the Borrower nor ( y ) appointed by directors so nomi nated