The US-based company, which has received a $67 billion takeover offer from Dell, will have to pay about $2 billion 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.
Dell is buying EMC to establish its presence in the growing cloud market.
EMC said Dell had secured financing of up to $49.5 billion from banks to fund the roughly $67 billion deal announced on Monday, reports Reuters.
IBM, Cisco Systems, Oracle and Hewlett Packard could be potential suitors for EMC. However, the chances of making rival bids are less.
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.
EMC will also pay an additional $2.5 billion 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, EMC said in a regulatory filing.
Dell, through a holding company called Denali Holding Inc, has also obtained up to $4.25 billion from Michael Dell and partners, including private equity firm Silver Lake.
The total debt of Dell will be nearly $50 billion.