Exhibit 4.2


 


	
  NUMBER

  	
  SHARES       

  
	
   

  	
   

  
	
             H

  	
   

  



 


HD PARTNERS ACQUISITION CORPORATION


 


INCORPORATED UNDER THE LAWS OF THE STATE OF
DELAWARE


 


COMMON STOCK


 


SEE REVERSE FOR

CERTAIN DEFINITIONS


 


	
  This Certifies
  that

  	
  CUSIP

  



 


is the owner of


 


 


FULLY PAID AND NON-ASSESSABLE SHARES OF THE
PAR VALUE OF $.001 EACH OF THE COMMON STOCK OF


HD PARTNERS ACQUISITION CORPORATION


 


transferable on the books of the Corporation
in person or by duly authorized attorney upon surrender of this certificate
properly endorsed.

This certificate is not valid unless countersigned by the Transfer Agent and
registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signatures of
its duly authorized officers.


 


	
  Dated:

  	
  

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CHAIRMAN

  	
  SECRETARY

  



 





















 


The following
abbreviations, when used in the inscription on the face of this certificate,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM –

  	
  as tenants in common

  	
  UNIF GIFT MIN ACT -

  	
   

  	
  Custodian

  	
   

  
	
  TEN ENT –

  	
  as tenants by the entireties

  	
   

  	
      (Cust)

  	
  (Minor)

  
	
  JT TEN –

  	
  as joint tenants with right of survivorship

  	
  under Uniform Gifts to Minors

  
	
   

  	
  and not as tenants in common

  	
  Act 

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (State)

  	
   

  
								



 


Additional Abbreviations may also be used
though not in the above list.


 


HD Partners Acquisition Corporation


 


The
Corporation will furnish without charge to each stockholder who so requests the
powers, designations, preferences and relative, participating, optional or
other special rights of each class of stock or series thereof of the
Corporation and the qualifications, limitations, or restrictions of such
preferences and/or rights.  This
certificate and the shares represented thereby are issued and shall be held
subject to all the provisions of the Certificate of Incorporation and all
amendments thereto and resolutions of the Board of Directors providing for the
issue of shares of Preferred Stock (copies of which may be obtained from the
secretary of the Corporation), to all of which the holder of this certificate
by acceptance hereof assents.


 


For value received,                                                       
hereby sell, assign and transfer unto


 


PLEASE INSERT SOCIAL SECURITY OR OTHER


       IDENTIFYING NUMBER OF
ASSIGNEE


 


	
   

  
	
  (PLEASE
  PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  	
   shares

  
	
  of the capital stock represented by the
  within Certificate, and do hereby irrevocably constitute and appoint

  
	
   

  
	
   

  	
  Attorney

  
	
  to transfer the said stock on the books of
  the within named Corporation will full power of substitution in the premises.

  
			



 


	
  Dated

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Notice:

  	
  The signature to this assignment must
  correspond with the name as written upon the face of the certificate in every
  particular, without alteration or enlargement or any change whatever.

  



 


Signature(s)
Guaranteed:


 


	
   

  	
   

  
	
  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
  ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN
  ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE
  GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15).

  	
   

  
			



 


The holder of this certificate shall be entitled to receive funds from
the trust fund only in the event of the Company’s liquidation upon failure to
consummate a business combination or if the holder seeks to convert its
respective shares into cash upon a business combination which it has voted
against and which is actually completed by the Company.  In no other circumstances shall the holder
have any right or interest of any kind in or to the trust fund.