EMC Corp said it would pay Dell Inc up to $2.5 billion in termination fees if the data-storage company accepts a "superior proposal".
The company will have to pay about $2 billion (roughly Rs. 13,026 crores) before the expiry of the 60-day 'go-shop' period, during which EMC can solicit other bids, and $2.5 billion after the expiry on December 12.
EMC said Dell had secured financing of up to $49.5 billion (roughly Rs. 3,22,404 crores) from banks to fund the roughly $67 billion deal announced on Monday.
While IBM Corp, Cisco Systems Inc, Oracle Corp and Hewlett-Packard Co could be potential suitors for EMC, the chances of them challenging Dell with a rival offer are slim, people familiar with the matter told Reuters on Monday.
Dell's offer is structured in a way that will also give EMC shareholders a special stock that tracks the share price in cloud-based virtualization software maker VMware Inc, which is majority-owned by EMC.
Upon closure of the deal, EMC shareholders will own about 53 percent of VMware, Dell and its investors will have a 28 percent stake and existing shareholders will hold the rest.
VMware will remain a publicly traded company.
Analysts have said that Dell's plan to create a VMware tracking stock will likely hit the virtualization software company's price as the size of the float increases.
EMC will also pay an additional $2.5 billion (roughly Rs. 16,283 crores) if it enters into a deal with another company within 12 months of terminating the deal with Dell.
Dell - which has secured financing from banks including Credit Suisse, J.P. Morgan and Barclays - may have to pay EMC a termination fee of up to $6 billion (roughly Rs. 39,079 crores), EMC said in a regulatory filing.
Dell, through a holding company called Denali Holding Inc, has also obtained up to $4.25 billion (roughly Rs. 27,681 crores) from Michael Dell and partners, including private equity firm Silver Lake, EMC said.
EMC shares were down 1.3 percent at $27.97 in morning trading on the New York Stock Exchange, while VMware shares were down 3.6 percent at $69.66.