(a) No person shall make a tender offer for, enter into any agreement to exchange securities for, or otherwise seek to acquire, any voting security of a domestic insurance company if, as a result of the consummation thereof, the person could, directly or indirectly, acquire control of the insurer, unless, at the time any form of initial offer is made to security holders, or prior to the acquisition of the securities, if no offer is involved, the person has filed with the commissioner and has sent to the insurer a statement containing the following information, and any additional information the commissioner may by rule or regulation prescribe as necessary or appropriate for the protection of policyholders and shareholders of the insurer, or in the public interest:

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Terms Used In Tennessee Code 56-10-202

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 56-10-201
  • Contract: A legal written agreement that becomes binding when signed.
  • Control: means actual working control, in whatever manner exercised. See Tennessee Code 56-10-201
  • Domestic insurance company: means :
    (A) An insurance company incorporated under the laws of this state. See Tennessee Code 56-10-201
  • Person: means any association, aggregate of individuals, business, company, corporation, individual, joint-stock company, Lloyds-type organization, organization, partnership, receiver, reciprocal or interinsurance exchange, trustee or society. See Tennessee Code 56-16-102
(1) The background and identity of all persons by whom or on whose behalf the acquisition is to be effected;
(2) The source and amount of the funds or other considerations used or to be used in making the acquisition;
(3) Any plans or proposals which the persons may have to liquidate the insurer, to sell its assets or merge or consolidate it with any person, or to make any other major change in its business or corporate structure or management;
(4) The number of shares of the security that the person proposes to acquire, and the terms of the offer or exchange, as the case may be; and
(5) Information as to any contracts, arrangements or understandings with any party with respect to any securities of the insurer, including, but not limited to, transfer of any of the securities, option arrangements, puts or calls, or the giving or withholding of proxies, naming the party with whom the contract, arrangements or understandings have been entered into, and giving the details of the activity.
(b) If any material change occurs in the facts set forth in the statement filed with the commissioner and sent to the insurer pursuant to this section, an amendment shall be filed immediately with the commissioner and sent immediately to the insurer setting forth the changes.
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