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Exhibit
4.5 

DESCRIPTION
OF THE REGISTRANT’S SECURITIES 

REGISTERED
PURSUANT TO SECTION 12 OF THE 

SECURITIES
EXCHANGE ACT OF 1934 

Henry
Schein, Inc. (“Henry Schein” or the “Company”) has one class of securities
registered under Section 12 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”): the Company’s common stock, par value $0.01 per
share (“Common Stock”). 

Description
of Common Stock 

The
 following summary description sets forth some of the general terms and
provisions of the Common Stock. Because this is a summary description, it does
not contain all of the information that may be important to you. For a more
detailed description of the Company’s Common Stock, you should refer to the
provisions of the Company’s Second Amended and Restated Certificate of
Incorporation (the “Certificate of Incorporation”) and the Company’s Second
Amended and Restated By-Laws (the “By-Laws”), each
of which is an exhibit to the Annual Report on Form 10-K to
which this description is an exhibit. 

Authorized
Capital Shares 

Under
the Certificate of Incorporation, Henry Schein is authorized to issue up to
481,000,000 shares, consisting of (i) 480,000,000 shares of Common Stock, and
 (ii) 1,000,000 shares of preferred stock, having a par value of $0.01 per
share. 

Dividend
Rights 

Henry
Schein’s board of directors (the “Board”) may declare dividends (out of funds
legally available therefor) upon the shares of Henry Schein (as and when the
Board determines) at any regular or special meeting of the Board. 

Voting
Rights 

Each
holder of shares of Common Stock is entitled to one vote in respect of each
share held. The affirmative vote of 80% or more of all outstanding stock of
 Henry Schein is required for the amendment of this voting rights provision in
the Certificate of Incorporation. Cumulative voting is not permitted. 

Liquidation,
Dissolution or Similar Rights 

Subject
to the rights of holders of outstanding shares of preferred stock, if any,
holders of Common Stock will share ratably in all assets legally available for
distribution to our shareholders in the event of a liquidation, dissolution or
winding up of the affairs of the Company. 

Preemptive
Rights 

The
 Certificate of Incorporation provides that no holder of stock of any class is
entitled to any preemptive right to subscribe for or purchase any shares of
Henry Schein stock. The Common Stock is not redeemable, is not subject to
sinking fund provisions, does not have any conversion rights and is not subject
to call. 

Antitakeover
Statute; Business Combinations 

Henry
Schein has not opted-out of
(and is thus subject to) the “business combination” prohibition under
Section 203 of the Delaware General Corporation Law (the “DGCL”). In
general, Section 203 of the DGCL prohibits a publicly held Delaware
corporation from engaging in a business combination, such as a merger, with a
person or group owning 15% or more of the corporation’s voting stock (an
“Interested Stockholder”) for a period of three years following the date the
person became an Interested Stockholder, unless (with certain exceptions) the
business combination or the transaction in which the person became an Interested
Stockholder is approved in a prescribed manner. 

 

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Approval
of Certain Transactions; Protective Provisions 

If
stockholder approval is required (i) for the adoption of a merger or
consolidation agreement, or (ii) to authorize any sale, lease, transfer or
 exchange of all or substantially all of the assets of Henry Schein, then the
affirmative vote of 60% or more of the outstanding stock of Henry Schein
entitled to vote thereon is required to approve the relevant action. 

The
affirmative vote of 60% or more of all outstanding stock of Henry Schein
entitled to vote thereon is required for the amendment of the provision above.


Ability
to Call Special Meetings of Stockholders 

Subject
to the rights of any series of Henry Schein preferred stock, special meetings of
stockholders may be called by (i) the chairman of the Board or
 (ii) resolution adopted by the affirmative vote of a majority of the
Board, and will be called at the request of stockholders holding more than 10%
of the voting power of the outstanding shares entitled to vote in the election
of directors. 

Advance
Notice Procedures Required for Stockholder Proposals 

The By-Laws sets forth advance
notice procedures with respect to stockholder proposals and the nomination of
 candidates for election as directors, other than nominations made by or at the
direction of the Board or a committee of the Board. 

Stockholder
Action by Written Consent 

Any
action required or permitted to be taken by Henry Schein stockholders at any
annual or special meeting of stockholders may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, is signed by the holders of outstanding stock having not
less than the minimum number of votes necessary to take such action at a meeting
at which all shares entitled to vote thereon were present and voted. 

Certain
Proceedings 

The
Certificate of Incorporation provides that, whenever a compromise or arrangement
is proposed between Henry Schein and its creditors or any class of them and/or
between Henry Schein and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application of
(i) Henry Schein, (ii) any creditor or stockholder thereof,
(iii) any receiver or receivers appointed for Henry Schein under the
provisions of Section 291 of Title 8 of the DGCL, (iv) trustees in
dissolution, or (v) any receiver or receivers appointed for Henry Schein
under the provisions of Section 279 of Title 8 of the DGCL, order a meeting
of the creditors or class of creditors, and/or of the stockholders or class of
stockholders of Henry Schein, as the case may be, to be summoned in such manner
as the court directs. 

If
a majority in number representing three-fourths in value of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of Henry
Schein, as the case may be, agree to any compromise or arrangement and to any
reorganization of Henry Schein as a consequence of such compromise or
arrangement, the compromise or arrangement and the reorganization will, if
sanctioned by the court to which the application has been made, be binding on
all the creditors or class of creditors, and/or on all the stockholders or class
of stockholders of Henry Schein, as the case may be, and also on Henry Schein.


 

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Forum
Selection Provision 

Unless
Henry Schein consents in writing to the selection of an alternative forum, the
Court of Chancery of the State of Delaware, to the fullest extent permitted by
law, will be the sole and exclusive forum for (i) any derivative action or
proceeding brought on behalf of Henry Schein, (ii) any action asserting a
claim of breach of a fiduciary duty owed by any current or former director,
 officer, other employee or stockholder of Henry Schein to Henry Schein or Henry
Schein’s stockholders, (iii) any action asserting a claim arising under the
DGCL, the Certificate of Incorporation or the By-Laws or as to which the
DGCL confers jurisdiction on the Court of Chancery of the State of Delaware, or
(iv) any action asserting a claim governed by the internal affairs
doctrine. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by
that Act, and Section 22 of the Securities Act of 1933 creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act, as more fully described in that
statute. A court might conclude that Henry Schein’s forum provision is in whole
or in part inapplicable or unenforceable in any particular action. 

 

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