Tennessee Code Title 56. Insurance § 56-10-101

(1) A merger or consolidation with one (1) or more domestic stock insurance companies, or with one (1) or more foreign stock insurance companies, if the merger or consolidation is authorized by the laws of the state under which each such foreign company is organized; or

(2) An exchange of all the outstanding stock of its shareholders with a domestic stock corporation, or with a foreign stock corporation authorized to do business in this state, if the exchange is authorized by the laws of the state under which the foreign corporation is organized, the domestic or foreign corporation being referred to in this chapter as the “acquiring corporation,” which acquiring corporation pays or provides the following consideration: