facts ascertainable outside

[emily wong]

Could you please explain the underlined part of the following paragraph for me, tutor? Thanks!

Any of the Series Terms, including voting rights, of any series may be made dependent upon facts ascertainable outside the Certificate of Incorporation and the Preferred Stock Series Resolution, provided that the manner in which such facts shall operate upon such Series Terms is clearly and expressly set forth in the Certificate of Incorporation or the Preferred Stock Series Resolution.

Emily

[Tdol]

It means that the Certificate of Incorporation and Preferred Stock Serties Resolution may contain clauses or suchlike that allow for external facts to be used. They would have to describe what types of external things may be usaed, but not the facts themselves. I imagine that they might, with voting rights, have something that allows them to make decisions that could affect future voting rights without specifying what but how this would be done, so that they are future-proofing themselves.