definiens: means the Order of the B ankruptcy Court, pursuant to Sections 105(a ), 363 and 365 of the Bankruptcy Code, that has not been s tayed, vacated or stayed pending appeal : ( a ) autho rizing and scheduling the Auction, ( b ) approving procedures fo r the submission of Qualified Bids, ( c ) in the case of any subsequent Qualified Bids, approving the initial Ov erbid of at least two million dollars ( $ 2,000,000 ) and further incremental Overbids of at least one million dollar s ( $ 1,000,000 ), ( d ) approving the Break - Up Fee and the Expense Reimbursement Amount, ( e ) scheduling a hear ing to consider approval of such sale, and ( f ) appr oving the form and manner of notice of the Auction proced ures and Sale Hearing, which Order shall be substan tially in the form attached hereto as Exhibit A with such cha nges as the Purchaser and the Sellers find reasonab ly acceptable