definiens: means : 8.4.1 The acquisition by a competitor of Buyer of twenty - five percent ( 25 % ) or more of any class of securities of Seller ; 14 < PAGE > 8.4.2 The acquisition by a competitor of Buyer of a right ( whether by means of warrants, options, or otherwise ) to acquire twenty - five percent ( 25 % ) or more of any class of securities of Seller ; 8.4.3 The granting of a right to representation on the Seller 's board of directors to a competitor of Buyer ( or a director, officer, employee, or agent of a competitor of Buyer ) or the election to Seller 's board of directors by a competitor of Buyer ( or director, officer, employee or agent of a competitor of Buyer ) ; or 8.4.4 The establishment by the Seller of a joint venture, that engages or proposes to engage in any business in which Buyer then engages, in which a competitor of Buyer owns ten percent ( 10 % ) or more of any class of securities or has a right to ten percent ( 10 % ) or more of the profits of the venture