EXHIBIT 4.2
COMMON STOCK [LOGO] IONICS COMMON STOCK
Par Value $1 ____________________ Par Value $1
Number Per Share IONICS, INCORPORATED Per Share
FBU______ Incorporated under the laws of [Shares]
the Commonwealth of Massachusetts
This certificate (see reverse for certain
is transferable restrictions) CUSIP ___________
in Boston or in See Reverse for
New York City Certain Definitions
THIS CERTIFIES THAT
is the owner of
CERTIFICATE OF STOCK
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK OF
Ionics, Incorporated, transferable on the books of the Corporation by the
holder hereof, in person or by duly authorized attorney, upon surrender of
this certificate property endorsed or assigned.
This certificate and the shares represented hereby are subject to the laws of
The Commonwealth of Massachusetts and to the Restated Articles of Organization
and By-laws of the Corporation, as from time to time amended.
This certificate is not valid until countersigned and registered by the
Transfer Agent and Registrar.
In Witness Whereof, Ionics, Incorporated has caused this certificate to be
signed by the facsimile signatures of its duly authorized officers and to be
sealed with a facsimile of its corporate seal.
[CORPORATE SEAL] Dated
/s/Theodore G. Papastavros /s/Arthur L. Goldstein
__________________________ ______________________
Treasurer Chairman and Chief
Executive Officer
COUNTERSIGNED AND REGISTERED:
STATE STREET BANK AND TRUST COMPANY
By Transfer Agent
and Registrar
Authorized Signature
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This certificate also evidences and entitles the holder hereof to
certain Rights as set forth in the Renewed Rights Agreement between
Ionics, Incorporated (the "Company") and BankBoston, N.A. (the "Rights
Agent") dated as of August 19, 1997, as the same may be amended, restated,
renewed or extended from time to time (the "Rights Agreement"), the terms
of which are hereby incorporated herein by reference and a copy of which
is on file at the principal offices of the Company. Under certain
circumstances, as set forth in the Rights Agreement, such Rights will be
evidenced by separate certificates and will no longer be evidenced by this
certificate. The Company will mail to the holder of this certificate a
copy of the Rights Agreement, as in effect on the date of mailing, without
charge, promptly after receipt of a written request therefor. Under
certain circumstances set forth in the Rights Agreement, Rights
beneficially owned (as such term is defined in the Rights Agreement) by
any Person who is, was or becomes an Acquiring Person or any Affiliate or
Associate thereof (as such terms are defined in the Rights Agreement),
whether currently held by or on behalf of such Person or by any subsequent
holder, may become null and void. The Rights shall not be exercisable,
and shall be void so long as held, by a holder in any jurisdiction where
the requisite qualification to the issuance to such holder, or the
exercise by such holder, of the Rights in such jurisdiction shall not have
been obtained or be obtainable.
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 under Uniform Gifts to Minors
of survivorship and not as Act____________
tenants in common (State)
Additional abbreviations may also be used though not in the above list.
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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 POSTAL ZIP CODE OF
ASSIGNEE
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
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 with 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 this 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 with membership in an
approved signature guarantee medallion program),
pursuant to S.E.C. Rule 17Ad-15.
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