definiens: means, with respect to a Party, ( a ) a merger or c onsolidation of such Party with a Third Party that results in the voting secur ities of such Party outstanding immediately prior t hereto, or any securities into which such voting securities have b een converted or exchanged, ceasing to represent at least fifty percent ( 50 % ) of the combined voting power of the s urviving entity or the parent of the surviving enti ty immediately after such merger or consolidation, ( b ) a transaction or series of related transactions in which a Third Party, together with its Affiliates, becomes the beneficial owner of fifty percent ( 50 % ) or more of the combined voting power of the outstanding securities of such Party, or ( c ) the sale or other transfer t o a Third Party of all or substantially all of such Party ’s b usiness . For clarity, an initial public offering of capital stock of Precision that is effected pursuant to a registrati on statement or an offering statement filed with, a nd declared effective or qualified, as the case may be, by the Securities and Exchange Commission under the Securi ties Act of 1933, as amended, shall not in and of itself con stitute a Change of Control