This excerpt taken from the EBAY 8-K filed Apr 16, 2009.
6.3 Expenses; Termination Fees.
(a) All fees and expenses incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses, whether or not Acquisition Sub accepts any Company Securities pursuant to the Offer.
(b) If this Agreement is terminated by Parent pursuant to Section 6.1(g) (other than pursuant to clause (vi) of Section 6.1(g)) or by the Company pursuant to Section 6.1(j), the Company shall pay to Parent a nonrefundable fee in the amount of $44,700,000 in cash within two business days following the date of such termination.
(c) Unless a payment by the Company to Parent is required under Section 6.3(b), if: (i) this Agreement is terminated by Parent or the Company pursuant to Section 6.1(b) or Section 6.1(c) or by Parent pursuant to Section 6.1(f); (ii) at or prior to the time of such termination an Acquisition Proposal shall have been publicly disclosed, announced, commenced, submitted or made; and (iii) on or prior to the first anniversary of such termination, either a Specified Acquisition Transaction (as defined below) is consummated or a definitive agreement providing for a Specified Acquisition Transaction is entered into and, following such first anniversary, such Specified Acquisition Transaction (or any other Specified Acquisition Transaction among or involving the parties to such definitive agreement or any of such parties affiliates) is consummated, then the Company shall pay to Parent a nonrefundable fee in the amount of $44,700,000 in cash on or prior to the date of consummation of such Specified Acquisition Transaction. For purposes of this Agreement, the term Specified Acquisition Transaction shall have the same meaning as the term Acquisition Transaction, except that, solely for purposes of the definition of Specified Acquisition Transaction, all references to 15% in the definition of Acquisition Transaction shall be deemed to refer instead to 50%.