definiens: means the product of the number of shares of CompanyCommon Stock and ( on a fully diluted basis ) Company Stock Options ( each as defined in theMerger Agreement ) outstanding immediately prior to the Merger, multiplied by the excess of(A ) the sum of ( i ) the Cash Portion ( as defined in the Merger Agreement ) plus ( ii ) the product ofthe Stock Portion multiplied by the Parent AverageClosing Stock Price ( each as defined in the Merger Agreement ) ( as adjusted consistently withthe proviso in clause ( i ) of Section 2.01(c ) of the Merger Agreement ) plus ( iii ) the Interest Portion(as defined in the Merger Agreement ) over ( B ) $ 72 . Boston Scientific will provide written notice toAbbott of the amount, if any, of Boston Scientific Incremental Value on the second Business Dayprior to the date of the Closing . The parties agree that under no circumstances will any otheradjustment or modification that Boston Scientific may make in connection with its offer toacquire Guidant, whether or not such adjustments or modifications are reflected in the MergerAgreement signed by Boston Scientific and Guidant, be included in the determination of BostonScientific Incremental Value . " ( e ) Section 5.01(b ) of the Agreement is hereby amended and restated to read as follows : " ( b ) Boston Scientific has provided to [COMPANY] on January 8 a draft of the Agreement and Plan of Mergerproposed to be entered into between Boston Scientific and Guidant ( such proposed draft, the ) . The Merger Agreement, if any, will, insofar as it relates to the Business, be the same in all materialrespects, as the Proposed Merger Agreement . " ( f ) Clause ( ii ) of Section 5.02 of the Agreement is hereby amended by replacing the phrase with the phrase