definiens: ( as defined under the Exchange Act ) commences a tender offer or makes an offer or proposal which is made public seeking to acquire beneficial ownership of more than 50 % of Vi r ’s outstanding Common Stock ( with any acquisition described in clauses ( a ) and ( b ) referred to as a ), ( c ) Vir waives any standstill or similar provision in any other agreement between Vir and a third party for the explicit purpose of allowing the third party to pursue or engage in any Change of Co ntrol Transaction, or ( d ) Vir publicly announces th e commencement of a formal process to solicit proposa ls for a potential business combination transaction . None of ( i ) the ownership or purchase by an employee benefi t plan of [COMPANY] or [COMPANY] ’s Affiliates in any diversifie d index, mutual or pension fund managed by an independent ad visor, which fund in - turn holds, directly or indire ctly, securities of Vir, ( ii ) the acquisition of the equi ty securities of an entity that owns such securitie s prior to such acquisition so long as such acquisition is not cons ummated for the purpose of circumventing this Secti on 5 or ( iii ) transfers or resales of the Shares by [COMPANY] to any other person in compliance with Section 6, will be deemed to be a breach of [COMPANY] ’s standstill obligations unde r this Section 5