Tennessee Code Title 56. Insurance § 56-10-105

The plan as approved by the commissioner shall then be submitted to a vote of the shareholders of each corporation that is a party to the plan at an annual or special meeting of the shareholders. Written notice of the meeting shall be given in the manner required by § 48-17-105, shall state the right of a shareholder to dissent and receive fair value for the shareholder's shares, and shall contain a copy or summary of the plan of merger, consolidation, or exchange. The plan shall be approved upon receiving the affirmative votes of the holders of at least two thirds ( 2/3 ) of the outstanding shares of capital stock of each such corporation or of such larger proportion of shares as may be specified in the plan. Notwithstanding the approval, and at any time prior to the effective date of the plan as provided in § 56-10-109, the plan may be abandoned pursuant to provisions therefor, if any, set forth in the plan.