Exhibit
4.3


 


	
             NUMBER

  

                  -

  	
  (SEE REVERSE SIDE FOR LEGEND)

  (THIS WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

  5:00 P.M. NEW YORK CITY TIME,
                      ,
  2010

  	
  WARRANTS

  



 


HD PARTNERS
ACQUISITION CORPORATION


 


CUSIP


 


WARRANT


 


THIS CERTIFIES THAT, for value
received


 


is the registered holder of a
Warrant or Warrants expiring                 ,
2010 (the “Warrant”) to purchase one fully paid and non-assessable share of
Common Stock, par value $.001 per share (“Shares”), of HD Partners Acquisition
Corporation, a Delaware corporation (the “Company”), for each Warrant evidenced
by this Warrant Certificate.  The Warrant
entitles the holder thereof to purchase from the Company, commencing on the
later of (i) the Company’s completion of a merger, capital stock exchange,
asset acquisition or other similar business combination and (ii)                             ,
2007, such number of Shares of the Company at the price of $5.00 per share,
upon surrender of this Warrant Certificate and payment of the Warrant Price at
the office or agency of the Warrant Agent, American Stock Transfer &
Trust Company (such payment to be made by check made payable to the Warrant
Agent), but only subject to the conditions set forth herein and in the Warrant
Agreement between the Company and American Stock Transfer & Trust
Company.  The Warrant Agreement provides
that upon the occurrence of certain events the Warrant Price and the number of
Warrant Shares purchasable hereunder, set forth on the face hereof, may, subject
to certain conditions, be adjusted.   The
term Warrant Price as used in this Warrant Certificate refers to the price per
Share at which Shares may be purchased at the time the Warrant is exercised.


 


No fraction of
a Share will be issued upon any exercise of a Warrant.  If the holder of a Warrant would be entitled
to receive a fraction of a Share upon any exercise of a Warrant, the Company
shall, upon such exercise, round up to the nearest whole number the number of
Shares to be issued to such holder.


 


Upon any exercise of the
Warrant for less than the total number of full Shares provided for herein,
there shall be issued to the registered holder hereof or the registered holder’s
assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised.


 


Warrant Certificates, when
surrendered at the office or agency of the Warrant Agent by the registered
holder hereof in person or by attorney duly authorized in writing, may be
exchanged in the manner and subject to the limitations provided in the Warrant
Agreement, but without payment of any service charge, for another Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.


 


Upon due presentment for
registration of transfer of the Warrant Certificate at the office or agency of
the Warrant Agent, a new Warrant Certificate or Warrant Certificates of like
tenor and evidencing in the aggregate a like number of Warrants shall be issued
to the transferee in exchange for this Warrant Certificate, subject to the
limitations provided in the Warrant Agreement, without charge except for any
applicable tax or other governmental charge.


 


The Company and the Warrant
Agent may deem and treat the registered holder as the absolute owner of this
Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone), for the purpose of any exercise hereof, of any
distribution to the registered holder, and for all other purposes, and neither
the Company nor the Warrant Agent shall be affected by any notice to the
contrary.


 


This Warrant does not entitle
the registered holder to any of the rights of a stockholder of the Company.


 


The Company reserves the
right to call the Warrant at any time prior to its exercise, with a notice of
call in writing to the holders of record of the Warrant, giving 30 days’ notice
of such call at any time after the Warrant becomes exercisable if the last sale
price of the Shares has been at least $8.50 per share on each of 20 trading
days within any 30 trading day period ending on the third business day prior to
the date on which notice of such call is given. 
The call price of the Warrants is to be $.01 per Warrant.  Any Warrant either not exercised or tendered
back to the Company by the end of the date specified in the notice of call
shall be canceled on the books of the Company and have no further value except
for the $.01 call price.


 


	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Secretary

  	
  Chairman of the Board

  
					



 





















 


SUBSCRIPTION FORM


 


To Be Executed by the
Registered Holder in Order to Exercise Warrants


 


The
undersigned Registered Holder irrevocably elects to exercise                              Warrants
represented by this Warrant Certificate, and to purchase the shares of Common
Stock issuable upon the exercise of such Warrants, and requests that
Certificates for such shares shall be issued in the name of


 




	
   

  
	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  






(SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER)


 


	
  and be delivered to

  	
   

  
	
  (PLEASE
  PRINT OR TYPE NAME AND ADDRESS)

  





 





and,
if such number of Warrants shall not be all the Warrants evidenced by this
Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of, and delivered to, the Registered Holder
at the address stated below:


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  
	
   

  	
  (ADDRESS)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  (TAX IDENTIFICATION NUMBER)

  



 


ASSIGNMENT


 


To Be Executed by the
Registered Holder in Order to Assign Warrants


 


For Value Received,                                               
hereby sell, assign, and transfer unto


 




	
   

  
	
  (PLEASE TYPE OR PRINT NAME AND ADDRESS)

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

  






(SOCIAL SECURITY OR TAX
IDENTIFICATION NUMBER)


 


	
  and be delivered to

  	
   

  
	
  (PLEASE
  PRINT OR TYPE NAME AND ADDRESS)

  



 


                                            
of the Warrants represented by this Warrant Certificate, and hereby irrevocably
constitute and appoint                                                                   
Attorney to transfer this Warrant Certificate on the books of the Company, with
full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (SIGNATURE)

  



 


THE
SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO
THE NAME WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE
AMERICAN STOCK EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE
OR CHICAGO STOCK EXCHANGE.